REG - Neo Media Publishing National World PLC - Recommended Final Cash Offer
18/12/2024 15:00
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RNS Number : 6339Q Neo Media Publishing Limited 18 December 2024
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE
A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS, PROSPECTUS
EQUIVALENT DOCUMENT OR SCHEME DOCUMENT AND INVESTORS SHOULD NOT MAKE ANY
INVESTMENT DECISION IN RELATION TO THE ACQUISITION EXCEPT ON THE BASIS OF
INFORMATION IN THE SCHEME DOCUMENT WHICH IS PROPOSED TO BE PUBLISHED IN DUE
COURSE
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF UK MAR
FOR IMMEDIATE RELEASE
18 December 2024
RECOMMENDED FINAL* CASH ACQUISITION
of
National World plc
by
Neo Media Publishing Limited
a newly incorporated company wholly-owned by
Media Concierge (Holdings) Limited
to be implemented by means of a scheme of arrangement
under Part 26 of the Companies Act 2006
SUMMARY
· The boards of directors of Media Concierge (Holdings) Limited
("Media Concierge") and National World plc ("National World") announce that
they have reached agreement on the terms and conditions of a recommended
all-cash acquisition by Neo Media Publishing Limited ("Bidco"), a newly
incorporated company wholly-owned by Media Concierge, for the entire issued,
and to be issued, ordinary share capital of National World not already owned
by Media Concierge and the Media Concierge Affiliates (the "Acquisition").
· It is intended that the Acquisition will be implemented by way of
a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act
2006 (the "Companies Act"). However, Bidco reserves the right to elect to
implement the Acquisition by way of a Takeover Offer as an alternative to the
Scheme, subject to the Panel's consent.
· Under the terms of the Acquisition, each National World
Shareholder will be entitled to receive:
for each National World Share held: 23 pence in cash (the "Final* Offer
Price")
· The Final* Offer Price represents a premium of approximately:
o 53.3 per cent. to the closing price of 15.0 pence per National World share
on 21 November 2024 (being the last Business Day before the commencement of
the Offer Period);
o 50.1 per cent. to the volume-weighted average price of 15.3 pence per
National World Share for the three-month period ended 21 November 2024 (being
the last Business Day before the commencement of the Offer Period);
o 55.6 per cent. to the volume-weighted average price of 14.8 pence per
National World Share for the six-month period ended 21 November 2024 (being
the last Business Day before the commencement of the Offer Period); and
o 27.8 per cent. to the 52-week high price of 18.0 pence per National World
Share for the period ended 21 November 2024 (being the last Business Day
before the commencement of the Offer Period).
· The Acquisition values National World's entire issued, and to be
issued, ordinary share capital at approximately £65.1 million on a fully
diluted basis, and implies an enterprise value of approximately £52.1
million.
· The enterprise value implied by the Acquisition represents a
multiple of 8.7x statutory EBITDA and 4.6x adjusted EBITDA for the 12-month
period ended 29 June 2024.
· If, on or after the date of this announcement and prior to the
Acquisition becoming Effective, any dividend and/or other distribution and/or
other return of capital or value is announced, declared, made, paid or becomes
payable in respect of the National World Shares, Bidco reserves the right to
reduce the Final* Offer Price by an amount up to the amount per share of such
dividend and/or distribution and/or other return of capital or value, in which
case any reference in this announcement to the Final* Offer Price shall be
deemed to be a reference to the Final* Offer Price as so reduced. In such
circumstances, National World Shareholders shall be entitled to retain any
such dividend, distribution and/or other return of capital or value declared,
made, or paid. Any exercise by Bidco of its rights referred to in this
paragraph shall be the subject of an announcement and, for the avoidance of
doubt, shall not be regarded as constituting any revision or variation of the
terms of the Acquisition or the Scheme.
IRREVOCABLE UNDERTAKINGS
Bidco has received irrevocable undertakings as follows:
· All National World Directors who hold
National World Shares have irrevocably undertaken to vote, or procure the
vote, in favour of the Scheme at the Court Meeting and the Resolution(s) to be
proposed at the General Meeting (or in the event that the Acquisition is
implemented by a Takeover Offer, to accept, or procure the acceptance of, such
Takeover Offer) in respect of their own beneficial holdings (and the
beneficial holdings of their close relatives and related trusts) of, in
aggregate, 22,504,540 National World Shares, representing approximately 8.4
per cent. of the issued ordinary share capital of National World on the Last
Practicable Date.
· Bidco has also received irrevocable
undertakings from Aberforth Partners LLP, Alasdair Locke, Harwood Capital LLP,
NR Holdings Limited and the Trium Investors to vote, or procure the vote, in
favour of the Scheme at the Court Meeting and the Resolution(s) to be proposed
at the General Meeting (or, in the event that the Acquisition is implemented
by way of a Takeover Offer, to accept, or procure the acceptance of, such
Takeover Offer), in respect of, in aggregate, 104,808,516 National World
Shares, representing approximately 39.2 per cent. of the issued ordinary share
capital of National World on the Last Practicable Date.
· In total, Bidco has therefore received
irrevocable undertakings in respect of, in aggregate, 127,313,056 National
World Shares, representing approximately 47.6 per cent. of the issued ordinary
share capital of National World, and approximately 65.9 per cent. of the
issued ordinary share capital of National World not already owned by Media
Concierge and the Media Concierge Affiliates, on the Last Practicable Date.
· Further details of these irrevocable
undertakings, including the circumstances in which the irrevocable
undertakings cease to be binding, are set out in Appendix 3 to this
announcement.
BACKGROUND TO AND REASONS FOR THE ACQUISITION
· Media Concierge has been a significant and
supportive investor in National World from its inception, having invested in
National World in its listing on the Official List of the FCA in September
2019 and then supporting its acquisition of the JPI Group in 2021 by extending
financing to National World.
· Media Concierge invested at inception
because it believed in the opportunity to create shareholder value by building
a leading UK regional newsbrand business. Furthermore, Media Concierge views
National World as a strong business with attractive underlying qualities,
notably a strong market position, a portfolio of quality brands, and broad and
diversified coverage across the UK.
· In its capacity as the largest shareholder
in National World, Media Concierge has considered various options to enhance
the performance of the business and its value to all National World
Shareholders, and ultimately concluded that this would be maximised by the
Acquisition.
· Media Concierge believes the Acquisition
provides a highly attractive opportunity for all National World Shareholders
to realise their investment at a substantial premium in cash and with
certainty, while allowing Media Concierge to make a long-term commitment to
support the business in its future development.
· Media Concierge believes that National
World's performance will be enhanced as a private company under new ownership
as part of an enlarged Media Concierge Group. Media Concierge also believes
that a combination of National World and Media Concierge could generate
synergies and that the National World business would benefit from the ability
to leverage the knowledge, capabilities and relationships of Media Concierge
and its management.
· Media Concierge attaches great importance
and value to the skills, experience and commitment of National World's
employees, and believes that they will benefit from Media Concierge's
commitment to, and confidence in, the UK regional newsbrand business model.
RECOMMENDATION OF NATIONAL WORLD DIRECTORS
The National World Directors, who have been so advised by Cavendish as to the
financial terms of the Acquisition, consider the terms of the Acquisition to
be fair and reasonable. In providing their advice to the National World
Directors, Cavendish has noted the commercial assessments of the National
World Directors. Cavendish is providing independent financial advice to the
National World Directors for the purposes of Rule 3 of the Code.
Accordingly, the National World Directors intend to recommend unanimously that
National World Shareholders vote, or procure the vote, in favour of the Scheme
at the Court Meeting and in favour of the Resolution(s) to be proposed at the
General Meeting (or, in the event that the Acquisition is implemented by a
Takeover Offer, accept, or procure the acceptance of, such Takeover Offer), as
those National World Directors who hold National World Shares have irrevocably
undertaken to do, or procure to be done, in respect of their own beneficial
holdings (and the beneficial holdings of their close relatives and related
trusts), being, in aggregate, 22,504,540 National World Shares (representing
approximately 8.4 per cent. of the existing issued ordinary share capital of
National World as at the Last Practicable Date).
BACKGROUND TO AND REASONS FOR THE NATIONAL WORLD DIRECTORS' RECOMMENDATION
The National World Directors have a high degree of conviction on the strategy,
capabilities and potential of National World
· The National World Directors have great
confidence in National World's continuing ability to succeed as an independent
business and the further opportunities for growth. Underpinning this belief is
the significant investment and progress that National World has made in
establishing a platform that extends beyond traditional press to capitalise on
the growing opportunities that come from an operating model based around
original, monetisable content, re-skilling of the National World Group's
talent base and greater engagement with registered customers.
· In addition, National World has been
successful in acquiring a diverse range of heritage assets, providing a strong
foundation to benefit from future sector consolidation, which the National
World Board views as being inevitable in the short to medium term. National
World's existing platform is primed for future consolidation, with any further
acquired businesses capable of benefiting from National World's operating
model and innovative tool set.
· National World remains in discussions,
which have varying degrees of maturity and commensurate execution risk, on a
number of exciting acquisitions and strategic initiatives that the National
World Directors believe would be highly accretive to the value of the Company.
The National World Directors see an increasing pace of consolidation across
the sector and the opportunities that this presents for rapid growth and value
appreciation.
· National World is of course not immune to
the unpredictable national and international political outlook together with a
volatile economic backdrop, factors which continue to significantly impact
economic conditions in the UK. The National World Board is conscious of the
need to consider both the uncertainties and risks that exist for the business
in the sector in the short and medium term.
Media Concierge's intentions for the Combined Group
· The National World Board has in considering
the Acquisition taken note of Media Concierge's stated intentions for the
business and its employees, and the assurances by Media Concierge as to its
intentions with respect to the future operation of the business, including
Media Concierge's intentions to seek to continue growing the business in the
UK and the importance placed by Media Concierge on the existing employees of
National World. Media Concierge has also provided assurances to the National
World Board that they have no plans to on-sell National World for at least 12
months.
The financial terms of the Acquisition
· The National World Board is proud of
National World's achievements since its IPO on the Main Market of the London
Stock Exchange in September 2019.
· The National World Group has grown,
generating revenues and adjusted EBITDA of £88.4 million and £9.5 million
respectively in FY23. In addition, it has paid dividends totalling 1.25 pence
per share since IPO in September 2019. The cash consideration payable by Bidco
to National World Shareholders pursuant to the terms of the Acquisition
represents a 2.3x multiple against the Company's September 2019 IPO price of
10 pence per share.
· The National World Board accepts that the
Final* Offer Price from Media Concierge of 23 pence per National World Share
in cash presents an opportunity for National World Shareholders to accelerate
the crystallisation of value from their investment with certainty. This is in
light of National World Shares having consistently traded at a discounted
valuation multiple to its core peers in the public markets, many of which
possess significantly greater scale than National World, and that trading in
National World Shares has consistently been illiquid, making it challenging
for National World Shareholders to monetise their holdings in National World
should they so wish.
· The National World Board has recognised
also that Media Concierge and the Media Concierge Affiliates have an existing
holding of National World Shares representing 27.8 per cent of its issued
ordinary share capital as at the Last Practicable Date, and that in addition,
Bidco has received irrevocable undertakings in respect of, in aggregate,
127,313,056 National World Shares, representing approximately 47.6 per cent.
of the issued ordinary share capital of National World, and approximately 65.9
per cent. of the issued ordinary share capital of National World not already
owned by Media Concierge and the Media Concierge Affiliates, on the Last
Practicable Date. The National World Board has placed great weight on the
resultant high likelihood that the Acquisition will become Effective, and
accordingly, that the National World Board will not have the opportunity to
implement its strategy as envisaged.
· Cavendish is providing independent advice
to the National World Board as to the financial terms of the Acquisition for
the purposes of Rule 3 of the Code. In providing its advice to the National
World Directors, Cavendish has noted the commercial assessments of the
National World Directors.
Conclusions of the National World Board
· The National World Board has considered the
above carefully. In particular, the National World Board believe that the
Acquisition may not fully recognise the potential shareholder value which may
be generated in the longer term should the National World Board's strategy be
implemented as an independent company. However, the National World Board has
concluded that, on balance, and after having been so advised by Cavendish as
to the financial terms of the Acquisition, that the terms of the Acquisition
are fair and reasonable.
· Accordingly, the National World Board
intends to recommend unanimously that National World Shareholders vote or
procure votes in favour of the Scheme at the Court Meeting and the
Resolution(s) to be proposed at the General Meeting (or, subject to the
consent of the Panel, if Media Concierge exercises its right to implement the
Acquisition by way of a Takeover Offer, to accept or procure acceptance of
such offer), as the National World Directors who hold National World Shares
have irrevocably undertaken to do, or procure to be done, in respect of their
own beneficial holdings (and the beneficial holdings of their close relatives
and related trusts), being, in aggregate, 22,504,540 National World Shares
(representing approximately 8.4 per cent. of the existing issued ordinary
share capital of National World as at the Last Practicable Date).
· David Fordham, who has today resigned as a
non-executive director of National World, was a representative of Media
Concierge on the National World Board. He has not at any time participated in
the National World Board's appraisal of the Acquisition as he was not
considered independent on this matter.
CONDITIONS AND TIMETABLE
· It is intended that the Acquisition will be
implemented by means of a Court-sanctioned scheme of arrangement under Part 26
of the Companies Act although Bidco reserves the right to effect the
Acquisition by way of a Takeover Offer, subject to the consent of the Panel
(where necessary).
· The Acquisition is conditional upon,
amongst other things, the resolutions to be put to Scheme Shareholders at the
Court Meeting and National World Shareholders at the General Meeting, in each
case, being passed by the requisite majorities.
· In order to become Effective, the Scheme
must be approved by a majority in number of the Scheme Shareholders present
and voting (and entitled to vote) at the Court Meeting, whether in person or
by proxy, representing at least 75 per cent. in value of the votes attached to
the Scheme Shares cast by those Scheme Shareholders (or, if applicable, the
relevant class or classes thereof).
· In addition, at the General Meeting, the
Resolution(s) must be passed by National World Shareholders representing at
least 75 per cent. of the votes cast on the Resolution(s), whether in person
or by proxy. The General Meeting will be held shortly after the conclusion of
the Court Meeting.
· In addition:
o the Scheme must be sanctioned by the Court; and
o following such sanction, a copy of the Court Order must be delivered to
the Registrar of Companies, upon which the Scheme will become Effective.
· It is expected that the Scheme Document
containing, among other things, further information about the Acquisition and
notices of the National World Meetings, together with the Forms of Proxy, will
be published as soon as reasonably practicable, and in any event within 28
days of the date of this announcement (or such later date as may be agreed by
Bidco and National World with the consent of the Panel and, if required, the
Court). Given the impending Court vacation period it is likely (and accepted
by all parties) that the lack of Court hearing dates will necessitate a short
extension to this timeline.
· Subject to the satisfaction or waiver (as
applicable) of the Conditions and the further terms set out in Appendix 1 to
this announcement, and to the full terms and conditions relating to the
Acquisition to be set out in the Scheme Document, the Scheme is expected to
become Effective in Q1 2025. An expected timetable of principal events will be
included in the Scheme Document.
*The financial terms of the Final* Cash Acquisition and the Final* Offer Price
are final and will not be increased, save that, in accordance with Rule
2.5(a)(ii) of the Code, Media Concierge reserves the right to revise and
increase the financial terms of the Final* Cash Acquisition where a third
party announces a possible offer or firm intention to make an offer for
National World on better terms than the Final* Cash Acquisition.
The above summary should be read in conjunction with, and is subject to, the
full text of this announcement (including its Appendices). The Acquisition
will be subject to the Conditions and other terms set out in Appendix 1 to
this announcement and to the full terms and conditions which will be set out
in the Scheme Document. Appendix 2 to this announcement contains bases and
sources of certain information contained in this announcement. Details of
irrevocable undertakings received in relation to the Acquisition are set out
in Appendix 3. Certain terms used in this summary and this announcement are
defined in Appendix 4 to this announcement.
ENQUIRIES
Bidco and Media Concierge
Malcolm Denmark
Europa Partners Limited (Joint Financial Advisor to Bidco and Media Concierge) +44 (0) 20 7451 4523
Jan Skarbek
Dominic King
David Fudge
Panmure Liberum Limited (Joint Financial Advisor to Bidco and Media Concierge) +44 (0) 20 3100 2000
Stephen Jones
Amrit Mahbubani
Mark Harrison
Tim Medak
Garfield Advisory Limited (PR advisor to Media Concierge) +44 7974 982 337
Andrew Garfield
National World
David Montgomery
Cavendish Capital Markets Limited (Lead Financial Adviser and Sole Rule 3 + 44 (0)20 7220 0500
Adviser)
Stephen Keys
Ben Jeynes
Henrik Persson
Seamus Fricker
Dowgate Capital Limited +44 (0)20 3903 7715
David Poutney
James Serjeant
Montfort Communications +44 (0)78 1234 5205
Nick Miles
Olly Scott
CMS Cameron McKenna Nabarro Olswang LLP is acting as legal adviser to Bidco
and Media Concierge in connection with the Acquisition.
Orrick, Herrington & Sutcliffe (UK) LLP is acting as legal adviser to
National World in connection with the Acquisition.
Further Information
This announcement contains inside information in relation to National World
for the purposes of Article 7 of UK MAR. This announcement has been authorised
for release on behalf of Bidco by the Bidco Board with the consent and
approval of National World. For the purposes of UK MAR, the person responsible
for arranging the release of this announcement on behalf of Bidco is Richard
Elliott.
This announcement is for information purposes only and is not intended to and
does not constitute or form part of an offer, invitation or the solicitation
of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise
dispose of any securities, or the solicitation of any vote or approval in any
jurisdiction, pursuant to the Acquisition or otherwise, nor shall there be any
sale, issuance or transfer of securities in any jurisdiction in contravention
of applicable law.
The Acquisition will be implemented solely pursuant to the terms of the Scheme
Document (or, if the Acquisition is implemented by way of a Takeover Offer,
the Offer Document), which will contain the full terms and conditions of the
Acquisition, including details of how National World Shareholders may vote, or
procure the exercise of voting rights, in respect of the Acquisition.
National World Shareholders are urged to read the Scheme Document carefully
when it becomes available because it will contain important information in
relation to the Acquisition.
Any decision in respect of, or other response to, the Acquisition should be
made on the basis of the information contained in the Scheme Document (or, in
the event that the Acquisition is to be implemented by means of a Takeover
Offer, the Offer Document).
Any vote in respect of resolutions to be proposed at the National World
Meetings, the Scheme or related matters, should be made only on the basis of
the information contained in the Scheme Document (or, if the Acquisition is
implemented by way of a Takeover Offer, the Offer Document).
This announcement does not constitute a prospectus, prospectus equivalent
document or an exempted document.
Disclaimers
Europa Partners Limited ("Europa Partners"), which is authorised and regulated
by the FCA in the United Kingdom, is acting exclusively for Bidco and Media
Concierge and for no one else in connection with the Acquisition and will not
be responsible to anyone other than Bidco and Media Concierge for providing
the protections afforded to its clients or for providing advice in connection
with the Acquisition. Neither Europa Partners, nor any of its affiliates, owes
or accepts any duty, liability or responsibility whatsoever (whether direct or
indirect, whether in contract, in tort, under statute or otherwise) to any
person who is not a client of Europa Partners in connection with the
Acquisition, this announcement, any statement contained herein or otherwise.
Panmure Liberum Limited ("Panmure Liberum"), which is authorised and regulated
by the FCA in the United Kingdom, is acting exclusively for Bidco and Media
Concierge and for no one else in connection with the matters set out in this
announcement and will not be responsible to anyone other than Bidco and Media
Concierge for providing the protections afforded to its clients or for
providing advice in relation to any matter referred to herein. Neither Panmure
Liberum, nor any of its affiliates, owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect, whether in contract, in
tort, under statute or otherwise) to any person who is not a client of Panmure
Liberum in connection with the Acquisition, this announcement, any statement
contained herein or otherwise.
Cavendish Capital Markets Limited ("Cavendish"), which, in the UK, is
authorised and regulated by the FCA, is acting exclusively for National World
and no one else in connection with the matters referred to in this
announcement and will not be responsible to anyone other than National World
for providing the protections afforded to its clients or for providing advice
in relation to matters referred to in this announcement. Neither Cavendish,
nor any of its affiliates, owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect, whether in contract, in
tort, under statute or otherwise) to any person who is not a client of
Cavendish in connection with this announcement, any statement contained herein
or otherwise.
Overseas Shareholders
This announcement has been prepared in accordance with, and for the purpose of
complying with, the laws of England and Wales and the Code, and information
disclosed may not be the same as that which would have been disclosed if this
announcement had been prepared in accordance with the laws of jurisdictions
outside England and Wales.
The release, publication or distribution of this announcement in or into
certain jurisdictions other than the United Kingdom may be restricted by law
and therefore any persons who are subject to the laws of any jurisdiction
other than the United Kingdom should inform themselves about, and observe any
applicable requirements of their jurisdictions.
In connection with the Acquisition, National World Shareholders who are not
resident in and citizens of the United Kingdom may be affected by the laws of
the relevant jurisdictions in which they are located or of which they are
citizens. Persons who are not resident in the United Kingdom should inform
themselves of, and observe, any applicable legal or regulatory requirements of
their jurisdictions.
In particular, the ability of persons who are not resident in the United
Kingdom to vote their National World Shares with respect to the Scheme at the
Court Meeting, or to execute and deliver Forms of Proxy appointing another to
vote at the Court Meeting on their behalf, may be affected by the laws of the
relevant jurisdictions in which they are located. Any failure to comply with
the applicable restrictions may constitute a violation of the securities laws
of any such jurisdiction. To the fullest extent permitted by applicable law,
the companies and persons involved in the Acquisition disclaim any
responsibility or liability for the violation of such restrictions by any
person. Further details in relation to Overseas Shareholders will be contained
in the Scheme Document.
Unless otherwise determined by Bidco or required by the Code, and permitted by
applicable law and regulation, the Acquisition will not be made available, in
whole or in part, directly or indirectly, in, into or from a Restricted
Jurisdiction where to do so would violate the laws in that jurisdiction and no
person may vote in favour of the Acquisition by any such use, means,
instrumentality or from within a Restricted Jurisdiction or any other
jurisdiction if to do so would constitute a violation of the laws of that
jurisdiction. Copies of this announcement and any formal documentation
relating to the Acquisition are not being, and must not be, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in or into or
from any Restricted Jurisdiction and persons receiving such documents
(including custodians, nominees and trustees) must not mail or otherwise
forward, distribute or send them in or into or from any Restricted
Jurisdiction. Doing so may render invalid any related purported vote in
respect of the Acquisition. If the Acquisition is implemented by way of a
Takeover Offer (unless otherwise permitted by applicable law and regulation),
the Takeover Offer may not be made, directly or indirectly, in or into, or by
the use of mails or any means or instrumentality (including, but not limited
to, facsimile, e-mail or other electronic transmission, telex or telephone) of
interstate or foreign commerce of, or of any facility of a national, state or
other securities exchange of any Restricted Jurisdiction and the Takeover
Offer may not be capable of acceptance by any such use, means, instrumentality
or facilities.
The Acquisition will be governed by English law and will be subject to the
applicable requirements of the Companies Act, the Code, the Panel, the UK
Listing Rules, UK MAR, the FCA and the London Stock Exchange.
Notice to US investors in National World
US holders of National World Shares should note that the Acquisition relates
to the shares of an English company and is being made by means of a scheme of
arrangement provided for under, and governed by, English company law. A
transaction effected by means of a scheme of arrangement is not subject to the
tender offer rules or the proxy solicitation rules under the US Exchange Act.
Accordingly, the Acquisition is subject to the disclosure and procedural
requirements and practices applicable in the United Kingdom to schemes of
arrangement which differ from the disclosure requirements of United States
tender offer and proxy solicitation rules.
The financial information included in this announcement and the Scheme
Document (or, if the Acquisition is implemented by way of a Takeover Offer,
the Offer Document) has been, or will have been, prepared in accordance with
International Financial Reporting Standards and thus may not be comparable to
the financial information of US companies or companies whose financial
statements are prepared in accordance with generally accepted accounting
principles in the United States.
None of the securities referred to in this announcement have been approved or
disapproved by the US Securities Exchange Commission or any US state
securities commission, nor have any such authorities passed judgment upon the
fairness or the merits of the Acquisition or determined if this announcement
is accurate or complete. Any representation to the contrary is a criminal
offence in the United States.
If, in the future, Bidco exercises the right to implement the Acquisition by
way of a Takeover Offer and determines to extend the offer into the United
States, the Takeover Offer will be made in compliance with applicable United
States tender offer and securities laws and regulations and the requirements
of US state securities laws, in each case, to the extent any exemptions
thereunder are not applicable.
A US holder of National World Shares should be aware that the transactions
contemplated herein may have tax consequences for US federal income tax
purposes and under applicable US state and local, as well as foreign and
other, tax laws. Each National World Shareholder is therefore urged to consult
with legal, tax and financial advisers in connection with making a decision
regarding the Acquisition.
It may be difficult for US holders of National World Shares to enforce their
rights and any claims arising out of US federal laws, since each of Bidco,
Media Concierge and National World are located in a non-US jurisdiction, and
some or all of their officers and directors may be residents of a non-US
jurisdiction. US holders of National World Shares may not be able to sue a
non-US company or its officers or directors in a non-US court for violations
of US securities laws. Further, it may be difficult to compel a non-US company
and its affiliates to subject themselves to a US court's judgement.
To the extent permitted by applicable law, in accordance with normal UK
practice, Bidco, Media Concierge, certain affiliated companies and their
nominees or brokers (acting as agents), may from time to time make certain
purchases of, or arrangements to purchase, National World Shares outside of
the US, other than pursuant to the Acquisition, until the date on which the
Acquisition and/or Scheme becomes Effective, lapses or is otherwise withdrawn.
If such purchases or arrangements to purchase were to be made they would occur
either in the open market at prevailing prices or in private transactions at
negotiated prices and comply with applicable law, including the US Exchange
Act. Any information about such purchases will be disclosed as required in the
UK, will be reported to the Regulatory Information Service of the London Stock
Exchange and will be available on the London Stock Exchange website at
www.londonstockexchange.com (http://www.londonstockexchange.com) .
Forward-looking statements
This announcement (including information incorporated by reference into this
announcement), oral statements made regarding the Acquisition, and other
information published by Bidco, Media Concierge and National World contain
statements which are, or may be deemed to be, "forward-looking statements".
All statements, other than statements of historical fact are, or may be deemed
to be, "forward looking statements". Forward-looking statements are
prospective in nature and are not based on historical facts, but rather on
current expectations and projections of Bidco, Media Concierge and National
World about future events, and are therefore subject to risks and
uncertainties which could cause actual results, performance or events to
differ materially from those expressed or implied by the forward-looking
statements.
The forward-looking statements contained in this announcement include
statements relating to the expected effects of the Acquisition on Bidco, Media
Concierge and National World, the expected timing and scope of the Acquisition
and other statements other than historical facts. Often, but not always,
forward-looking statements can be identified by the use of forward-looking
words such as "plans", "expects" or "does not expect", "is expected", "is
subject to", "budget", "scheduled", "estimates", "forecasts", "intends",
"anticipates" or "does not anticipate", or "believes", or variations of such
words and phrases or statements that certain actions, events or results "may",
"could", "should", "would", "might" or "will" be taken, occur or be achieved.
Forward-looking statements include statements relating to the following: (i)
future capital expenditures, expenses, revenues, earnings, synergies, economic
performance, indebtedness, financial condition, dividend policy, losses and
future prospects; and (ii) business and management strategies and the
expansion and growth of Bidco's, Media Concierge's, National World's or the
Combined Group's operations and potential synergies resulting from the
Acquisition.
Although Bidco, Media Concierge and National World believe that the
expectations reflected in such forward-looking statements are reasonable,
neither Bidco, Media Concierge nor National World can give assurance that such
expectations will prove to be correct. By their nature, forward-looking
statements involve risk and uncertainty because they relate to events and
depend on circumstances that will occur in the future.
There are a number of factors that could cause actual results and developments
to differ materially from those expressed or implied by such forward-looking
statements. These factors include, but are not limited to: the ability to
complete the Acquisition; the ability to obtain requisite regulatory and
shareholder approvals and the satisfaction of other conditions on the proposed
terms; changes in the global political, economic, business and competitive
environments and in market and regulatory forces; changes in future exchange
and interest rates; changes in tax rates; future business combinations or
disposals; changes in general economic and business conditions; changes in the
behaviour of other market participants; the anticipated benefits from the
Acquisition not being realised as a result of changes in general economic and
market conditions; weak, volatile or illiquid capital and/or credit markets;
changes in the degree of competition in the geographic and business areas in
which Bidco, Media Concierge and National World operate; and changes in laws
or in supervisory expectations or requirements. Other unknown or unpredictable
factors could cause actual results to differ materially from those expected,
estimated or projected in the forward-looking statements. If any one or more
of these risks or uncertainties materialises or if any one or more of the
assumptions proves incorrect, actual results may differ materially from those
expected, estimated or projected. Such forward-looking statements should
therefore be construed in the light of such factors.
Neither Bidco, Media Concierge nor National World, nor any of their respective
associates or directors, officers or advisers, provides any representation,
assurance or guarantee that the occurrence of the events expressed or implied
in any forward-looking statements in this announcement will actually occur.
Given the risks and uncertainties, you are cautioned not to place any reliance
on these forward-looking statements. Other than in accordance with their legal
or regulatory obligations, neither Bidco, Media Concierge nor National World
is under any obligation, and each of Bidco, Media Concierge and National World
expressly disclaim any intention or obligation, to update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or
more of any class of relevant securities of an offeree company or of any
securities exchange offeror (being any offeror other than an offeror in
respect of which it has been announced that its offer is, or is likely to be,
solely in cash) must make an Opening Position Disclosure following the
commencement of the offer period and, if later, following the announcement in
which any securities exchange offeror is first identified. An Opening Position
Disclosure must contain details of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of (i) the
offeree company and (ii) any securities exchange offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no
later than 3.30 p.m. (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later than 3.30
p.m. (London time) on the 10th business day following the announcement in
which any securities exchange offeror is first identified. Relevant persons
who deal in the relevant securities of the offeree company or of a securities
exchange offeror prior to the deadline for making an Opening Position
Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1
per cent. or more of any class of relevant securities of the offeree company
or of any securities exchange offeror must make a Dealing Disclosure if the
person deals in any relevant securities of the offeree company or of any
securities exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions in, and
rights to subscribe for, any relevant securities of each of (i) the offeree
company and (ii) any securities exchange offeror(s), save to the extent that
these details have previously been disclosed under Rule 8. A Dealing
Disclosure by a person to whom Rule 8.3(b) applies must be made by no later
than 3.30 p.m. (London time) on the business day following the date of the
relevant dealing.
If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a securities exchange offeror, they will
be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by
any offeror and Dealing Disclosures must also be made by the offeree company,
by any offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made
can be found in the Disclosure Table on the Panel's website
at www.thetakeoverpanel.org.uk, (https://www.thetakeoverpanel.org.uk/)
including details of the number of relevant securities in issue, when the
offer period commenced and when any offeror was first identified. You should
contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are
in any doubt as to whether you are required to make an Opening Position
Disclosure or a Dealing Disclosure.
No profit forecasts or estimates or quantified financial benefits statements
No statement in this announcement is intended as a profit forecast or profit
estimate or quantified financial benefits statement for any period and no
statement in this announcement should be interpreted to mean that earnings or
earnings per share for National World for the current or future financial
years would necessarily match or exceed the historical published earnings or
earnings per National World Share.
Rounding
Certain figures included in this announcement have been subjected to rounding
adjustments. Accordingly, figures shown for the same category presented in
different tables and paragraphs may vary slightly and figures shown as totals
in certain tables and paragraphs may not be an arithmetic aggregation of the
figures that precede them.
Publication on a website
In accordance with Rules 26.1 and 26.2 of the Code, a copy of this
announcement and other documents in connection with the Acquisition will be
made available, free of charge, subject to certain restrictions relating to
persons resident in Restricted Jurisdictions, on National World's website at
https://corporate.nationalworld.com/ and Media Concierge's website at
https://www.mediaconcierge.co.uk/possible-offer-for-national-world/ by no
later than 12 noon (London time) on the first Business Day following the date
of this announcement.
For the avoidance of doubt, neither the contents of these websites nor the
contents of any websites accessible from any hyperlinks is incorporated into
or forms part of this announcement.
Requesting hard copy documents
In accordance with Rule 30.3 of the Code, National World Shareholders and
persons with information rights may request a hard copy of this announcement
(and any information incorporated by reference in this announcement), free of
charge, by contacting Link Group during business hours on 0371 664 0445 (from
within the United Kingdom) and +44 (0) 371 664 0445 (from outside the United
Kingdom) or by submitting a request in writing to Link Group at PXS1, Central
Square, 29 Wellington Street, Leeds LS1 4DL, United Kingdom. Calls are charged
at the standard geographic rate and will vary by provider. Calls outside the
United Kingdom will be charged at the applicable international rate. Lines
will be open between 9.00 a.m. to 5.30 p.m., Monday to Friday excluding public
holidays in England and Wales. Different charges may apply to calls from
mobile telephones and calls may be recorded and randomly monitored for
security and training purposes. The helpline cannot provide advice on the
merits of the Acquisition nor give any financial, legal or tax advice.
For persons who receive a copy of this announcement in electronic form or via
a website notification, a hard copy of this announcement will not be sent
unless so requested. Such persons may also request that all future documents,
announcements and information to be sent to them in relation to the
Acquisition should be in hard copy form.
If you are in any doubt about the contents of this announcement or the action
you should take, you are recommended to seek your own independent financial
advice immediately from your stockbroker, bank manager, solicitor, accountant
or from an independent financial adviser duly authorised FSMA if you are
resident in the United Kingdom.
Scheme Process
In accordance with Section 5 of Appendix 7 of the Code, National World will
announce through a Regulatory Information Service key events in the Scheme
process including the outcomes of the National World Meetings and the Scheme
Sanction Hearing.
Unless otherwise consented to by the Court and the Panel, any modification or
revision to the Scheme will be made no later than the date which is 14 days
prior to the National World Meetings (or any later date to which such meetings
are adjourned). In accordance with Section 11 of Appendix 7 of the Code, if
the Scheme lapses or is withdrawn, all documents of title will be returned as
soon as practicable and in any event within 14 days of such lapsing or
withdrawal.
Information relating to National World Shareholders
Please be aware that addresses, electronic addresses and certain other
information provided by National World Shareholders, persons with information
rights and other relevant persons for the receipt of communications from
National World may be provided to Bidco during the Offer Period as required
under Section 4 of Appendix 4 to the Code to comply with Rule 2.11(c) of the
Code.
Rule 2.9 of the Code
In accordance with Rule 2.9 of the Code, as at the close of business on the
Last Practicable Date, National World confirms that its issued ordinary share
capital consisted of 267,663,987 National World Shares of nominal value 0.1
pence each. Accordingly, the total number of voting rights in National World
is 267,663,987. National World does not hold any National World Shares in
treasury. The International Securities Identification Number ("ISIN") of the
National World Shares is GB00BJN5J635.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE
A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS, PROSPECTUS
EQUIVALENT DOCUMENT OR SCHEME DOCUMENT AND INVESTORS SHOULD NOT MAKE ANY
INVESTMENT DECISION IN RELATION TO THE ACQUISITION EXCEPT ON THE BASIS OF
INFORMATION IN THE SCHEME DOCUMENT WHICH IS PROPOSED TO BE PUBLISHED IN DUE
COURSE
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
18 December 2024
RECOMMENDED FINAL* CASH ACQUISITION
of
National World plc
by
Neo Media Publishing Limited
a newly incorporated company wholly-owned by
Media Concierge (Holdings) Limited
to be implemented by means of a scheme of arrangement
under Part 26 of the Companies Act 2006
1. INTRODUCTION
The boards of directors of Media Concierge (Holdings) Limited ("Media
Concierge") and National World plc ("National World") announce that they have
reached agreement on the terms and conditions of a recommended all-cash
acquisition by Neo Media Publishing Limited ("Bidco"), a newly incorporated
company wholly-owned by Media Concierge, for the entire issued, and to be
issued, ordinary share capital of National World not already owned by Media
Concierge and the Media Concierge Affiliates (the "Acquisition").
It is intended that the Acquisition will be implemented by way of a
Court-sanctioned scheme of arrangement under Part 26 of the Companies Act.
However, Bidco reserves the right to elect to implement the Acquisition by way
of a Takeover Offer as an alternative to the Scheme, subject to the Panel's
consent.
2. THE ACQUISITION
Under the terms of the Acquisition, which will be subject to the Conditions
and further terms set out below and in Appendix 1 to this announcement and the
full terms and conditions to be set out in the Scheme Document, each National
World Shareholder will be entitled to receive:
for each National World Share held: 23 pence in cash (the "Final* Offer
Price")
The Final* Offer Price represents a premium of approximately:
· 53.3 per cent. to the closing price of 15.0 pence per
National World share on 21 November 2024 (being the last Business Day before
the commencement of the Offer Period);
· 50.1 per cent. to the volume-weighted average price of
15.3 pence per National World Share for the three-month period ended 21
November 2024 (being the last Business Day before the commencement of the
Offer Period);
· 55.6 per cent. to the volume-weighted average price of
14.8 pence per National World Share for the six-month period ended 21 November
2024 (being the last Business Day before the commencement of the Offer
Period); and
· 27.8 per cent. to the 52-week high price of 18.0 pence
per National World Share for the period ended 21 November 2024 (being the last
Business Day before the commencement of the Offer Period).
The Acquisition values National World's entire issued, and to be issued,
ordinary share capital at approximately £65.1 million on a fully diluted
basis, and implies an enterprise value of approximately £52.1 million.
The enterprise value implied by the Acquisition represents a multiple of 8.7x
statutory EBITDA and 4.6x adjusted EBITDA for the twelve-month period ended 29
June 2024.
If, on or after the date of this announcement and prior to the Acquisition
becoming Effective, any dividend and/or other distribution and/or other return
of capital or value is announced, declared, made, paid or becomes payable in
respect of the National World Shares, Bidco reserves the right to reduce the
Final* Offer Price by an amount up to the amount per share of such dividend
and/or distribution and/or other return of capital or value, in which case any
reference in this announcement to the Final* Offer Price shall be deemed to be
a reference to the Final* Offer Price as so reduced. In such circumstances,
National World Shareholders shall be entitled to retain any such dividend,
distribution and/or other return of capital or value declared, made, or paid.
Any exercise by Bidco of its rights referred to in this paragraph shall be the
subject of an announcement and, for the avoidance of doubt, shall not be
regarded as constituting any revision or variation of the terms of the
Acquisition or the Scheme.
The National World Shares which will be acquired under the Acquisition will be
acquired fully paid and free from all liens, equities, charges, encumbrances,
options, rights of pre-emption and any other third party rights and interests
of any nature and together with all rights now or hereafter attaching or
accruing to them, including voting rights and the right to receive and retain
in full all dividends and other distributions (if any) declared, made or paid,
or any other return of capital (whether by reduction of share capital or share
premium account or otherwise) made or paid on or after the date of this
announcement.
*The financial terms of the Final* Cash Acquisition and the Final* Offer Price
are final and will not be increased, save that, in accordance with Rule
2.5(a)(ii) of the Code, Media Concierge reserves the right to revise and
increase the financial terms of the Final* Cash Acquisition where a third
party announces a possible offer or firm intention to make an offer for
National World on better terms than the Final* Cash Acquisition.
3. BACKGROUND TO AND REASONS FOR THE ACQUISITION
Media Concierge has been a significant and supportive investor in National
World from its inception, having invested in National World in its listing on
the Official List of the FCA in September 2019 and then supporting its
acquisition of the JPI Group in 2021 by extending financing to National World.
Media Concierge invested at inception because it believed in the opportunity
to create shareholder value by building a leading UK regional newsbrand
business. Furthermore, Media Concierge views National World as a strong
business with attractive underlying qualities, notably a strong market
position, a portfolio of quality brands, and broad and diversified coverage
across the UK.
In its capacity as the largest shareholder in National World, Media Concierge
has considered various options to enhance the performance of the business and
its value to all National World Shareholders, and ultimately concluded that
this would be maximised by the Acquisition.
Media Concierge believes the Acquisition provides a highly attractive
opportunity for all National World Shareholders to realise their investment at
a substantial premium in cash and with certainty, while allowing Media
Concierge to make a long-term commitment to support the business in its future
development.
Media Concierge believes that National World's performance will be enhanced as
a private company under new ownership as part of an enlarged Media Concierge
Group. Media Concierge also believes that a combination of National World and
Media Concierge could generate synergies and that the National World business
would benefit from the ability to leverage the knowledge, capabilities and
relationships of Media Concierge and its management.
Media Concierge attaches great importance and value to the skills, experience
and commitment of National World's employees, and believes that they will
benefit from Media Concierge's commitment to, and confidence in, the UK
regional newsbrand business model.
4. RECOMMENDATION OF NATIONAL WORLD DIRECTORS
The National World Directors, who have been so advised by Cavendish as to the
financial terms of the Acquisition, consider the terms of the Acquisition to
be fair and reasonable. In providing their advice to the National World
Directors, Cavendish has noted the commercial assessments of the National
World Directors. Cavendish is providing independent financial advice to the
National World Directors for the purposes of Rule 3 of the Code.
Accordingly, the National World Directors intend to recommend unanimously that
National World Shareholders vote, or procure the vote, in favour of the Scheme
at the Court Meeting and in favour of the Resolution(s) to be proposed at the
General Meeting (or, in the event that the Acquisition is implemented by a
Takeover Offer, accept, or procure the acceptance of, such Takeover Offer), as
those National World Directors who hold National World Shares have irrevocably
undertaken to do, or procure to be done, in respect of their own beneficial
holdings (and the beneficial holdings of their close relatives and related
trusts), being, in aggregate, 22,504,540 National World Shares (representing
approximately 8.4 per cent. of the existing issued ordinary share capital of
National World as at the Last Practicable Date).
5. BACKGROUND TO AND REASONS FOR THE NATIONAL WORLD
DIRECTORS' RECOMMENDATION
The National World Directors have a high degree of conviction on the strategy,
capabilities and potential of National World
The National World Directors have great confidence in National World's
continuing ability to succeed as an independent business and the further
opportunities for growth. Underpinning this belief is the significant
investment and progress that National World has made in establishing a
platform that extends beyond traditional press to capitalise on the growing
opportunities that come from an operating model based around original,
monetisable content, re-skilling of the National World Group's talent base and
greater engagement with registered customers.
In addition, National World has been successful in acquiring a diverse range
of heritage assets, providing a strong foundation to benefit from future
sector consolidation, which the National World Board views as being inevitable
in the short to medium term. National World's existing platform is primed for
future consolidation, with any further acquired businesses capable of
benefiting from National World's operating model and innovative tool set.
National World remains in discussions, which have varying degrees of maturity
and commensurate execution risk, on a number of exciting acquisitions and
strategic initiatives that the National World Directors believe would be
highly accretive to the value of the Company. The National World Directors see
an increasing pace of consolidation across the sector and the opportunities
that this presents for rapid growth and value appreciation.
National World is of course not immune to the unpredictable national and
international political outlook together with a volatile economic backdrop,
factors which continue to significantly impact economic conditions in the UK.
The National World Board is conscious of the need to consider both the
uncertainties and risks that exist for the business in sector in the short and
medium term.
Media Concierge's intentions for the Combined Group
The National World Board has in considering the Acquisition taken note of
Media Concierge's stated intentions for the business and its employees, and
the assurances by Media Concierge as to its intentions with respect to the
future operation of the business, including Media Concierge's intentions to
seek to continue growing the business in the UK and the importance placed by
Media Concierge on the existing employees of National World. Media Concierge
has also provided assurances to National World that they have no plans to
on-sell National World for at least 12 months.
The financial terms of the Acquisition
The National World Board is proud of National World's achievements since its
IPO on the Main Market of the London Stock Exchange in 2019.
The National World Group has grown, generating revenues and adjusted EBITDA of
£88.4 million and £9.5 million respectively in FY23. In addition, it has
paid dividends totalling 1.25 pence per share since IPO in September 2019. The
cash consideration payable by Bidco to National World Shareholders pursuant to
the terms of the Acquisition represents a 2.3x multiple against the Company's
September 2019 IPO price of 10 pence per share.
The National World Board accepts that the Final* Offer Price from Media
Concierge of 23 pence per National World Share in cash presents an opportunity
for National World Shareholders to accelerate the crystallisation of value
from their investment with certainty. This is in light of National World
Shares having consistently traded at a discounted valuation multiple to its
core peers in the public markets, many of which possess significantly greater
scale than National World, and that trading in National World Shares has
consistently been illiquid, making it challenging for National World
Shareholders to monetise their holdings in National World should they so wish.
The National World Board has recognised also that Media Concierge and the
Media Concierge Affiliates have an existing holding of National World Shares
representing 27.8 per cent of its issued ordinary share capital as at the Last
Practicable Date, and that in addition, Bidco has received irrevocable
undertakings in respect of, in aggregate, 127,313,056 National World Shares,
representing approximately 47.6 per cent. of the issued ordinary share capital
of National World, and approximately 65.9 per cent. of the issued ordinary
share capital of National World not already owned by Media Concierge and the
Media Concierge Affiliates, on the Last Practicable Date. The National World
Board has placed great weight on the resultant high likelihood that the
Acquisition will become Effective, and accordingly, that the National World
Board will not have the opportunity to implement its strategy as envisaged.
Cavendish is providing independent advice to the National World Board as to
the financial terms of the Acquisition for the purposes of Rule 3 of the Code.
In providing its advice to the National World Directors, Cavendish has noted
the commercial assessments of the National World Directors.
Conclusions of the National World Board
The National World Board has considered the above carefully. In particular,
the National World Board believes that the Acquisition may not fully recognise
the potential shareholder value which may be generated in the longer term
should the National World Board's strategy be implemented as an independent
company. However, the National World Board has concluded that, on balance, and
after having been so advised by Cavendish as to the financial terms of the
Acquisition, that the terms of the Acquisition are fair and reasonable.
Accordingly, the National World Board intends to recommend unanimously that
National World Shareholders vote, or procure the vote, in favour of the Scheme
at the Court Meeting and the Resolution(s) to be proposed at the General
Meeting (or, subject to the consent of the Panel, if Media Concierge exercises
its right to implement the Acquisition by way of a Takeover Offer, to accept
or procure acceptance of such offer), as the National World Directors who hold
National World Shares have irrevocably undertaken to do, or procure to be
done, in respect of their own beneficial holdings (and the beneficial holdings
of their close relatives and related trusts), being, in aggregate, 22,504,540
National World Shares (representing approximately 8.4 per cent. of the
existing issued ordinary share capital of National World as at the Last
Practicable Date).
David Fordham, who has today resigned as a non-executive director of National
World, was a representative of Media Concierge on the National World Board. He
has not at any time participated in the National World Board's appraisal of
the Acquisition as he was not considered independent on this matter.
6. IRREVOCABLE UNDERTAKINGS
Bidco has received irrevocable undertakings as follows:
All National World Directors who hold National World Shares have irrevocably
undertaken to vote, or procure the vote, in favour of the Scheme at the Court
Meeting and the Resolution(s) to be proposed at the General Meeting (or in the
event that the Acquisition is implemented by a Takeover Offer, to accept, or
procure the acceptance of, such Takeover Offer) in respect of their own
beneficial holdings (and the beneficial holdings of their close relatives and
related trusts) of 22,504,540 National World Shares in aggregate, representing
approximately 8.4 per cent. of the issued ordinary share capital of National
World on the Last Practicable Date.
Bidco has also received irrevocable undertakings from Aberforth Partners LLP,
Alasdair Locke, Harwood Capital LLP, NR Holdings Limited and the Trium
Investors to vote, or procure the vote, in favour of the Scheme at the Court
Meeting and the Resolution(s) to be proposed at the General Meeting (or, in
the event that the Acquisition is implemented by way of a Takeover Offer, to
accept, or procure the acceptance of, such Takeover Offer), in respect of, in
aggregate, 104,808,516 National World Shares, representing approximately 39.2
per cent. of the issued ordinary share capital of National World on the Last
Practicable Date.
In total, Bidco has therefore received irrevocable undertakings in respect of,
in aggregate, 127,313,056 National World Shares, representing approximately
47.6 per cent. of the issued ordinary share capital of National World, and
approximately 65.9 per cent. of the issued ordinary share capital of National
World not already owned by Media Concierge and the Media Concierge Affiliates,
on the Last Practicable Date.
Further details of these irrevocable undertakings, including the circumstances
in which the irrevocable undertakings cease to be binding, are set out in
Appendix 3 to this announcement.
7. INFORMATION ON BIDCO AND MEDIA CONCIERGE
Bidco
Bidco is a private limited company incorporated in England and Wales. Bidco is
a newly formed company owned indirectly by Media Concierge. Bidco was formed
for the purposes of the Acquisition and has not traded since its date of
incorporation, nor has it entered into any obligations other than in
connection with the Acquisition.
Media Concierge
Media Concierge has operations across the UK and Ireland in print and digital
publications, advertising and logistics. Established as Mediaforce in 1985,
Media Concierge has played an active role in the progression of local media
companies in the UK.
Since inception, Media Concierge has grown to reach 269 employees across the
UK and Ireland. Its portfolio includes traditional print news media, magazines
and digital news media with a monthly print audience in excess of 15 million
and a digital audience of approximately 35 million. Media Concierge offers,
expertise allowing national advertisers to access local markets and works with
many of the country's leading brands, using the experience gained over a
40-year involvement with this sector to advise and help them place their
marketing in the local media sector.
8. INFORMATION ON NATIONAL WORLD
National World was incorporated in England and Wales on 29 May 2019 as a
public company limited by shares with the name Carno Capital Limited and with
registered number 12021298 and was re-registered as a public company limited
by shares with the name National World plc on 30 July 2019. Its ordinary
shares were admitted to listing on the Official List of the FCA and to trading
on the Main Market of the London Stock Exchange on 19 September 2019.
National World's principal activity is to operate in the news publishing
sector. National World provides news and information services in the United
Kingdom through a portfolio of multimedia publications and websites. National
World operates a portfolio of print and digital publications providing
advertisers with a range of market access points and readers with local
content.
National World's objective has been to establish a leading position in the UK
publishing and digital media sector by implementing a strategy to consolidate
audience reach, digital focus and modernisation within the sector, creating a
single leading online platform of reliable news content.
In its latest financial year to 30 December 2023, National World reported
total revenues of £88.4 million (2022: £84.1 million) and an adjusted profit
before taxation of £9.7 million (2022: £9.3 million).
Further financial and other information on National World will be set out in
the Scheme Document.
National World's issued share capital comprises 267,663,987 ordinary shares of
nominal value 0.1 pence each, which, based on the Closing Price per National
World Share of 21.0 pence on the Last Practicable Date, equates to a market
capitalisation of approximately £56.2 million.
9. MEDIA CONCIERGE'S INTENTIONS FOR THE COMBINED GROUP
Strategic plans for National World
In implementing its strategy for the business, Media Concierge intends to:
· continue and accelerate National World's strategy to grow
monetisable audience. This will be achieved by concentrating on local and
regional audiences, improving the user experience of the websites and ensuring
that adequate news gathering and technical resources are available and
properly directed to drive traffic and user loyalty. Whilst Media Concierge
accepts the shift to online news consumption it also remains committed to
preserving the printed products for the foreseeable future;
· ensure that National World plays to its strengths as a provider
of local and regional news. Media Concierge expects to slightly adjust focus
away from national product emphasis, not wishing to operate in the crowded and
very competitive national space against better resourced competitors. The
business will be focused on its core strengths - publishing local and regional
news in print, through newspapers and magazines, online and through any other
suitable media channels that can reach local communities;
· focus National World's M&A strategy towards opportunities in
the core UK regional newsbrand market;
· de-list National World, allowing the business more flexibility
operating away from public markets and realising savings in PLC costs;
· maximise synergies between National World and Media Concierge's
respective businesses; and
· return the business to its former status as a family owned and
managed local and regional newsbrand company with quality local journalism and
serving of local communities remaining as core principles.
Prior to this announcement, consistent with market practice, Media Concierge
has been granted access to business information for the purposes of limited
and confirmatory due diligence. This has enabled it to develop a preliminary
strategy for the enlarged Media Concierge Group as well as to make a
preliminary assessment of the potential synergy opportunities, revenue
initiatives and cost savings.
However, due to the constraints of a public offer process, Media Concierge has
not yet had access to sufficiently detailed information to formulate detailed
plans for National World.
Therefore, following the completion of the Acquisition, Media Concierge
intends to undertake a detailed evaluation of National World and its business
and operations (the "Review"). The Review, which is expected to be completed
within approximately six months of the Effective Date, is expected to be
focused on:
· assessing the potential for revenue and efficiency synergies
between National World and Media Concierge, prospects for sustainable growth
and enhancing product offerings, and identifying the opportunities arising
from the combined scale of the two businesses;
· considering how best to position the business and assessing
potential opportunities that may support National World's performance.
National World has grown in many new and interesting directions, making a lot
of good acquisitions in a short space of time. Media Concierge would review
these acquisitions to ensure that the focus remained on the core competency of
the business: the provision of local and regional news to local and regional
communities; and
· evaluating in more detail National World's existing editorial,
marketing, supply chain and IT capabilities, and assessing the opportunities
to enhance the efficiency of business processes and structures of National
World, including the potential to rationalise processes and structures.
Media Concierge does not intend to on-sell National World for at least 12
months following the completion of the Acquisition.
Employees and management
Media Concierge attaches great importance and value to the skills, experience
and commitment of National World's employees and believes that they will be
fundamental to maximising long-term success following the completion of the
Acquisition.
Media Concierge notes the National World management's existing cost saving
efforts and job reduction plans and highlights that Media Concierge is
committed to reinforcing the core competency of the business: the provision of
local news to local and regional communities.
As a result, Media Concierge does not intend to make material job reductions
in editorial or production areas, which account for approximately two-thirds
of National World employees, and does not intend to close down local
newsbrands, instead intending to invest in the Company's editorial output.
However, Media Concierge recognises that there could be material job
reductions in areas of overlap between National World and Media Concierge,
arising from post-Acquisition actions to drive efficiencies and achieve
synergies between National World and Media Concierge. For example, once
National World ceases to be a listed company, a limited number of public
company-related functions may become unnecessary and therefore be reduced in
scope. However, Media Concierge has not yet developed any firm intentions in
this regard.
No proposals have been developed as to how any such reduction will be
implemented, but Media Concierge would approach any such plans in an open and
transparent manner and would work with the National World management team to
develop the proposals with the aim of maintaining operational momentum and
retaining and motivating the best talent across the Company.
Upon the completion of the Acquisition, all of the non-executive directors of
National World will resign as directors of National World.
Incentivisation and retention arrangements
Media Concierge has not entered into, and has not had discussions on proposals
to enter into, any form of incentivisation arrangements with members of
National World's management. Media Concierge will review the incentive
arrangements for members of the National World management team following
completion of the Acquisition and, if Media Concierge considers that the then
existing arrangements are insufficient to incentivise members of the National
World management team, Media Concierge would intend introducing new incentive
arrangements for them.
Existing rights and pension schemes
Following the completion of the Acquisition, the existing contractual and
statutory employment rights and terms and conditions of employment, including
pension rights, of the management and employees of National World shall be
fully safeguarded.
Media Concierge does not intend to make any material changes to the balance of
skills and functions, or the conditions of employment of, National World
employees, unless otherwise agreed with the relevant employee.
Media Concierge has no intention to change existing pension arrangements in
National World.
Headquarters, locations, fixed assets and research and development
Media Concierge has no intentions of making changes to the locations of the
business (save for the location of headquarters functions as discussed below)
and fixed assets of National World.
As outlined above, Media Concierge intends to invest in the Company's
editorial output and preserve the nature of local journalism, and as a result
does not intend to close down local newsbrand locations.
National World's headquarters are currently located at its offices in
Leeds. Media Concierge currently intends moving the head office function to
London, but National World's office in Leeds will otherwise remain open.
Media Concierge has no plans to change any current National World research and
development function.
Trading facilities
National World Shares are currently listed on the Official List and admitted
to trading on the London Stock Exchange. As set out in paragraph 14,
applications will be made for the cancellation of the listing of National
World Shares on the Official List and the cancellation of trading of National
World Shares on the London Stock Exchange, in each case with effect from or
shortly after the Effective Date. It is further intended that dealings in
National World Shares will be suspended by 7.30 a.m. on the second Business
Day after the Sanction Hearing and that National World will be re-registered
as a private company as soon as practicable on or following the Effective
Date.
Statements
None of the statements in this paragraph 9 are "post-offer undertakings" for
the purposes of Rule 19.5 of the Takeover Code.
10. FINANCING OF THE ACQUISITION
The cash consideration payable by Bidco to National World Shareholders
pursuant to the terms of the Acquisition will be financed from a combination
of (i) existing cash reserves which are being held in an escrow account and
(ii) a £40,000,000 loan facility being provided by HSBC UK Bank plc and
Barclays Bank plc to Bidco for the purposes of the Acquisition under a credit
agreement dated 18 December 2024 between, among others, Bidco, HSBC Bank plc,
Barclays Bank plc, HSBC UK Bank plc and HSBC Corporate Trustee Company (UK)
Limited (the "Facility Agreement").
Further details in respect of the Facility Agreement and these arrangements
will be included in the Scheme Document.
Panmure Liberum, in its capacity as Joint Financial Advisor to Bidco, is
satisfied that sufficient cash resources are available to Bidco to enable it
to satisfy in full the cash consideration payable to National World
Shareholders under the terms of the Acquisition.
11. OFFER RELATED ARRANGEMENTS
Confidentiality Agreement
On 25 November 2024, National World and Media Concierge entered into a
confidentiality agreement in relation to the Acquisition (the "Confidentiality
Agreement"), pursuant to which, among other things, Media Concierge gave
certain undertakings in favour of National World to: (a) subject to certain
exceptions, keep information relating to National World and the Acquisition
confidential and not to disclose it to third parties; and (b) use such
confidential information only in connection with the Acquisition. These
confidentiality obligations will remain in force until the earlier of (a) 18
months from the date of the Confidentiality Agreement, and (b) completion of
the Acquisition.
12. NATIONAL WORLD SHARE PLANS
Participants in the National World Share Plans will be contacted regarding the
effect of the Acquisition on their rights under the National World Share Plans
and, where relevant, an appropriate proposal will be made to such participants
pursuant to Rule 15 of the Code in due course. Further details of the impact
of the Acquisition on the National World Share Plans will be set out in the
Scheme Document and separate proposal documentation.
13. SCHEME PROCESS AND CONDITIONS
It is intended that the Acquisition will be implemented by means of a
Court-sanctioned scheme of arrangement between National World and the Scheme
Shareholders under Part 26 of the Companies Act, further details of which are
contained in this announcement and full details of which will be set out in
the Scheme Document to be published by National World in due course. Bidco
reserves the right to effect the Acquisition by way of a Takeover Offer,
subject to the consent of the Panel.
The purpose of the Scheme is to provide for Bidco to become the holder of the
entire issued and to be issued ordinary share capital of National World. Under
the Scheme, the Acquisition is to be achieved by the transfer of the Scheme
Shares held by Scheme Shareholders to Bidco in consideration for which Scheme
Shareholders will receive the consideration on the basis set out in paragraph
2 above. The procedure involves, among other things, a petition by National
World to the Court to sanction the Scheme.
The Acquisition will be subject to the Conditions and the further terms
referred to in Appendix 1 to this announcement and the full terms and
conditions to be set out in the Scheme Document, and will only become
Effective if, among other things, the following events occur on or before the
Long Stop Date (or such later date as Bidco and National World may, with the
consent of the Panel, agree and, if required, the Court may allow):
· a resolution to approve the Scheme is
passed by a majority in number of the Scheme Shareholders present and voting
(and entitled to vote) at the Court Meeting, whether in person or by proxy,
representing 75 per cent. or more in value of the votes attached to the Scheme
Shares cast by those Scheme Shareholders;
· the Resolution(s) are passed at the General
Meeting by the requisite majorities, whether in person or by proxy;
· following the National World Meetings, the
Scheme is sanctioned by the Court (without modification, or with modification
on terms agreed by Bidco and National World with the consent of the Panel);
and
· following such sanction, a copy of the
Court Order is delivered to the Registrar of Companies.
Upon the Scheme becoming Effective: (i) it will be binding on all Scheme
Shareholders, irrespective of whether or not they attended or voted at the
National World Meetings (and if they attended and voted, whether or not they
voted in favour); and (ii) share certificates in respect of National World
Shares will cease to be valid and entitlements to National World Shares held
within the CREST system will be cancelled. In accordance with the applicable
provisions of the Code, the consideration payable in cash for the transfer of
the Scheme Shares to Bidco will be despatched no later than 14 days after the
Effective Date.
Any National World Shares issued at or before the Scheme Record Time will be
subject to the terms of the Scheme. The Resolution(s) to be proposed at the
General Meeting will, amongst other matters, provide that the Articles be
amended to incorporate provisions requiring any National World Shares issued
after the Scheme Record Time (other than to Bidco and/or its nominees) to be
automatically transferred to Bidco on the same terms as the Acquisition (other
than terms as to timings and formalities). The provisions of the Articles (as
amended) will avoid any person (other than Bidco and its nominees) holding
National World Shares after the Effective Date.
The Scheme will lapse if:
· the Court Meeting or the General Meeting
are not held on or before the 22nd day after the expected date of such
National World Meeting to be set out in the Scheme Document in due course (or
such later date as may be agreed between Bidco and National World with the
consent of the Panel (and that the Court may allow if required));
· the requisite majorities of the National
World Shareholders do not approve the Scheme at the Court Meeting and approve
of the Resolutions at the General Meeting;
· the Scheme Sanction Hearing is not held on
or before the 22nd day after the expected date of the Scheme Sanction Hearing
to be set out in the Scheme Document in due course (or such later date as may
be agreed between Bidco and National World with the consent of the Panel (and
that the Court may allow if required)); or
· the Scheme does not become Effective on or
before the Long Stop Date,
provided, however, that the deadlines for the timing of the Court Meeting, the
General Meeting and the Scheme Sanction Hearing, to be set out in the Scheme
Document in due course, may be waived by Bidco, and the Long Stop Date may be
extended by agreement in writing between Bidco and National World (with the
Panel's consent and as the Court may allow, if such consent and/or approval
is/are required). If any of the dates and/or times of the National World
Meetings to be set out in the Scheme Document change, the revised dates and/or
times will be notified to National World Shareholders by announcement through
a Regulatory Information Service, with such announcement being made available
on National World's website at https://corporate.nationalworld.com/.
The Scheme Document will include full details of the Scheme, together with
notices of the Court Meeting and the General Meeting and the expected
timetable, and will specify the action to be taken by Scheme Shareholders. It
is expected that the Scheme Document, together with the Forms of Proxy, will
be published as soon as practicable and, in any event, within 28 days of the
date of this announcement (or such later date as may be agreed by Bidco and
National World with the consent of the Panel). Given the impending Court
vacation period it is likely (and accepted by all parties) that the lack of
Court hearing dates will necessitate a short extension to this timeline).
Subject, among other things, to the satisfaction or waiver (as applicable) of
the Conditions, it is expected that the Scheme will become Effective in Q1
2025. The Scheme will be governed by English law and will be subject to the
jurisdiction of the Court. The Scheme will be subject to the applicable
requirements of the Companies Act, the Code, the Panel, the UK Listing Rules,
UK MAR, the FCA and the London Stock Exchange.
14. DELISTING, CANCELLATION OF ADMISSION TO TRADING AND
RE-REGISTRATION
It is expected that the last day of dealings in National World Shares on the
Main Market of the London Stock Exchange will be the Business Day prior to the
Effective Date following which all National World Shares will be suspended
from the listing on the Official List and from trading on the Main Market of
the London Stock Exchange and National World Shares will be disabled in CREST.
No transfers will be registered after 6.00 p.m. (London time) on that date.
It is intended that applications will be made to:
· the FCA to cancel the listing of the National
World Shares on the Equity Shares (Transition) category of the Official List;
and
· the London Stock Exchange to cancel the admission
of the National World Shares to trading on the Main Market of the London Stock
Exchange,
in each case, to take effect shortly after the Effective Date.
Following the Scheme becoming Effective and after the delisting and
cancellation of admission to trading of the National World Shares on the Main
Market of the London Stock Exchange, it is intended that National World be
re-registered as a private limited company as soon as practicable following
the Effective Date.
On the Effective Date, share certificates in respect of National World Shares
shall cease to be valid and should be destroyed. Entitlements to National
World Shares held within the CREST system will be cancelled on, or shortly
after, the Effective Date (as the case may be).
15. DISCLOSURE OF INTERESTS
Except for the irrevocable undertakings referred to above and as otherwise set
out in this paragraph 15, as at the close of business on the Last Practicable
Date, neither Bidco nor any of the Bidco Directors, nor, so far as Bidco is
aware, any person acting in concert (within the meaning of the Code) with
Bidco:
· has any interest in, or right to subscribe
for, any relevant securities of National World; nor
· has any short position in respect of
relevant securities of National World, including any short position under a
derivative, any agreement to sell, any delivery obligation or right to require
another person to purchase or take delivery of relevant securities of National
World; nor
· has borrowed or lent any relevant
securities of National World or entered into any financial collateral
arrangements relating to relevant securities of National World; nor
· is party to any dealing arrangement of the
kind referred to in Note 11 on the definition of "acting in concert" in the
Code in relation to relevant securities of National World.
An "interest in" securities for these purposes arises, in summary, when a
person has long economic exposure, whether absolute or conditional, to changes
in the price of securities (and a person who only has a short position in
securities is not treated as interested in those securities). In particular, a
person will be treated as having an "interest" by virtue of the ownership,
voting rights or control of securities, or by virtue of any agreement to
purchase, option in respect of, or derivative referenced to securities.
"Relevant securities of National World" for these purposes are National World
Shares or securities convertible or exchangeable into National World Shares.
Bidco, Media Concierge and the Media Concierge Affiliates
Media Concierge beneficially owns 69,554,075 National World Shares,
representing approximately 26 per cent. of the voting rights attributable to
National World's issued share capital as at the Last Practicable Date.
The Media Concierge Affiliates beneficially own, in aggregate, 4,800,000
National World Shares, representing approximately 1.8 per cent. of the voting
rights attributable to National World's issued share capital as at the Last
Practicable Date.
16. CONSENTS
Panmure Liberum, Europa Partners and Cavendish have each given and not
withdrawn their consent to the publication of this announcement with the
inclusion herein of the references to their names in the form and context in
which they appear.
17. DOCUMENTS PUBLISHED ON A WEBSITE
In accordance with Rule 26.2 of the Code, copies of the following documents
will, to the extent not already published there, by no later than 12.00 noon
on the Business Day following the date of this announcement, be published on
National World's website at https://corporate.nationalworld.com/ and Media
Concierge's website at
https://www.mediaconcierge.co.uk/possible-offer-for-national-world
(https://www.mediaconcierge.co.uk/possible-offer-for-national-world/) /
(https://www.mediaconcierge.co.uk/possible-offer-for-national-world/) during
the Offer Period:
· this announcement;
· the irrevocable undertakings referred to in
paragraph 6 above and summarised in Appendix 3 to this announcement;
· the Confidentiality Agreement referred to
in paragraph 11 above;
· the documents entered into for the
financing referred to in paragraph 10 above, including the Facility Agreement;
and
· the consent letters from each of Panmure
Liberum, Europa Partners and Cavendish referred to in paragraph 16 above.
The contents of National World's website and Media Concierge's website, and
any website accessible from hyperlinks, are not incorporated into and do not
form part of this announcement.
18. OVERSEAS NATIONAL WORLD SHAREHOLDERS
The availability of the Acquisition to National World Shareholders who are not
resident in and citizens of the United Kingdom may be affected by the laws of
the relevant jurisdictions in which they are located or of which they are
citizens. Persons who are not resident in the United Kingdom should inform
themselves of, and observe, any applicable legal or regulatory requirements of
their jurisdictions. National World Shareholders who are in any doubt
regarding such matters should consult an appropriate independent professional
adviser in the relevant jurisdiction without delay.
This announcement does not constitute, or form part of, any offer for, or any
solicitation of any offer for, securities, nor is it a solicitation of any
vote or approval in any jurisdiction, nor will there be any purchase or
transfer of the securities referred to in this announcement in any
jurisdiction in contravention of applicable law or regulation.
US National World Shareholders should see the "Notice to US investors in
National World" below.
19. GENERAL
Bidco reserves the right to elect (with the consent of the Panel) to implement
the Acquisition by way of a Takeover Offer as an alternative to the Scheme. In
such event, the Takeover Offer will be implemented on substantially the same
terms (subject to appropriate amendments), so far as applicable, as those
which would apply to the Scheme including (without limitation) the inclusion
of an acceptance condition set at 90 per cent. of the National World Shares
(or such other percentage as Bidco may, subject to the rules of the Code and
with the consent of the Panel, decide, being in any case more than 50 per
cent. of the National World Shares), or any amendments required by applicable
law. Further, if sufficient acceptances of such Takeover Offer are received
and/or sufficient National World Shares are otherwise acquired, it would be
the intention of Bidco to apply the provisions of the Companies Act to acquire
compulsorily any outstanding National World Shares to which such Takeover
Offer relates.
The Acquisition will be on the terms and subject to the Conditions set out in
Appendix 1 to this announcement, and to the full terms and conditions to be
set out in the Scheme Document. The formal Scheme Document containing further
information about the Acquisition and notices of the National World Meetings,
together with the Forms of Proxy, will be sent to National World Shareholders
as soon as practicable and, in any event, within 28 days of this announcement
(or on such later date as may be agreed between Bidco and National World with
the consent of the Panel). Given the impending Court vacation period it is
likely (and accepted by all parties) that the lack of Court hearing dates will
necessitate a short extension to this timeline).
Appendix 2 to this announcement contains bases and sources of certain
information contained in this announcement. Details of irrevocable
undertakings received are set out in Appendix 3. Certain terms used in this
announcement are defined in Appendix 4.
This announcement does not constitute an offer for sale of any securities or
an invitation to purchase or subscribe for any securities. National World
Shareholders are advised to read carefully the Scheme Document and related
Forms of Proxy once these have been dispatched.
ENQUIRIES
Bidco and Media Concierge
Malcolm Denmark
Europa Partners Limited (Joint Financial Advisor to Bidco and Media Concierge) +44 (0) 20 7451 4523
Jan Skarbek
Dominic King
David Fudge
Panmure Liberum Limited (Joint Financial Advisor to Bidco and Media Concierge) +44 (0) 20 3100 2000
Stephen Jones
Amrit Mahbubani
Mark Harrison
Tim Medak
Garfield Advisory Limited (PR advisor to Media Concierge) +44 7974 982 337
Andrew Garfield
National World
David Montgomery
Cavendish Capital Markets Limited (Lead Financial Adviser and Sole Rule 3 + 44 (0)20 7220 0500
Adviser)
Stephen Keys
Ben Jeynes
Henrik Persson
Seamus Fricker
Dowgate Capital Limited +44 (0)20 3903 7715
David Poutney
James Serjeant
Montfort Communications +44 (0)78 1234 5205
Nick Miles
Olly Scott
CMS Cameron McKenna Nabarro Olswang LLP is acting as legal adviser to Bidco
and Media Concierge in connection with the Acquisition.
Orrick, Herrington & Sutcliffe (UK) LLP is acting as legal adviser to
National World in connection with the Acquisition.
Further Information
This announcement contains inside information in relation to National World
for the purposes of Article 7 of the Market Abuse Regulation. This
announcement has been authorised for release on behalf of Bidco by the Bidco
Board. The person responsible for arranging the release of this announcement
on behalf of Bidco is Richard Elliott.
This announcement is for information purposes only and is not intended to and
does not constitute or form part of an offer, invitation or the solicitation
of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise
dispose of any securities, or the solicitation of any vote or approval in any
jurisdiction, pursuant to the Acquisition or otherwise, nor shall there be any
sale, issuance or transfer of securities in any jurisdiction in contravention
of applicable law.
The Acquisition will be implemented solely pursuant to the terms of the Scheme
Document (or, if the Acquisition is implemented by way of a Takeover Offer,
the Offer Document), which will contain the full terms and conditions of the
Acquisition, including details of how National World Shareholders may vote, or
procure the vote, in respect of the Acquisition.
National World Shareholders are urged to read the Scheme Document carefully
when it becomes available because it will contain important information in
relation to the Acquisition.
Any decision in respect of, or other response to, the Acquisition should be
made on the basis of the information contained in the Scheme Document (or, in
the event that the Acquisition is to be implemented by means of a Takeover
Offer, the Offer Document).
Any vote in respect of resolutions to be proposed at the National World
Meetings, the Scheme or related matters, should be made only on the basis of
the information contained in the Scheme Document (or, if the Acquisition is
implemented by way of a Takeover Offer, the Offer Document).
This announcement does not constitute a prospectus, prospectus equivalent
document or an exempted document.
Disclaimers
Europa Partners, which is regulated by the FCA in the United Kingdom, is
acting exclusively for Bidco and Media Concierge and for no one else in
connection with the Acquisition and will not be responsible to anyone other
than Bidco and Media Concierge for providing the protections afforded to its
clients or for providing advice in connection with the Acquisition. Neither
Europa Partners, nor any of its affiliates, owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect, whether in
contract, in tort, under statute or otherwise) to any person who is not a
client of Europa Partners in connection with the Acquisition, this
announcement, any statement contained herein or otherwise.
Panmure Liberum, which is authorised and regulated by the FCA in the United
Kingdom, is acting exclusively for Bidco and Media Concierge and for no one
else in connection with the matters set out in this announcement and will not
be responsible to anyone other than Bidco and Media Concierge for providing
the protections afforded to its clients or for providing advice in relation to
any matter referred to herein. Neither Panmure Liberum, nor any of its
affiliates, owes or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, whether in contract, in tort, under statute or
otherwise) to any person who is not a client of Panmure Liberum in connection
with the Acquisition, this announcement, any statement contained herein or
otherwise.
Cavendish, which, in the UK, is authorised and regulated by the FCA, is acting
exclusively for National World and no one else in connection with the matters
referred to in this announcement and will not be responsible to anyone other
than National World for providing the protections afforded to its clients or
for providing advice in relation to matters referred to in this announcement.
Neither Cavendish, nor any of its affiliates, owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect, whether in
contract, in tort, under statute or otherwise) to any person who is not a
client of Cavendish in connection with this announcement, any statement
contained herein or otherwise.
Overseas Shareholders
This announcement has been prepared in accordance with, and for the purpose of
complying with, the laws of England and Wales and the Code, and information
disclosed may not be the same as that which would have been disclosed if this
announcement had been prepared in accordance with the laws of jurisdictions
outside England.
The release, publication or distribution of this announcement in or into
certain jurisdictions other than the United Kingdom may be restricted by law
and therefore any persons who are subject to the laws of any jurisdiction
other than the United Kingdom should inform themselves about, and observe any
applicable requirements of their jurisdictions.
In connection with the Acquisition, National World Shareholders who are not
resident in and citizens of the United Kingdom may be affected by the laws of
the relevant jurisdictions in which they are located or of which they are
citizens. Persons who are not resident in the United Kingdom should inform
themselves of, and observe, any applicable legal or regulatory requirements of
their jurisdictions.
In particular, the ability of persons who are not resident in the United
Kingdom to vote their National World Shares with respect to the Scheme at the
Court Meeting, or to execute and deliver Forms of Proxy appointing another to
vote at the Court Meeting on their behalf, may be affected by the laws of the
relevant jurisdictions in which they are located. Any failure to comply with
the applicable restrictions may constitute a violation of the securities laws
of any such jurisdiction. To the fullest extent permitted by applicable law,
the companies and persons involved in the Acquisition disclaim any
responsibility or liability for the violation of such restrictions by any
person. Further details in relation to Overseas Shareholders will be contained
in the Scheme Document.
Unless otherwise determined by Bidco or required by the Code, and permitted by
applicable law and regulation, the Acquisition will not be made available, in
whole or in part, directly or indirectly, in, into or from a Restricted
Jurisdiction where to do so would violate the laws in that jurisdiction and no
person may vote in favour of the Acquisition by any such use, means,
instrumentality or from within a Restricted Jurisdiction or any other
jurisdiction if to do so would constitute a violation of the laws of that
jurisdiction. Copies of this announcement and any formal documentation
relating to the Acquisition are not being, and must not be, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in or into or
from any Restricted Jurisdiction and persons receiving such documents
(including custodians, nominees and trustees) must not mail or otherwise
forward, distribute or send them in or into or from any Restricted
Jurisdiction. Doing so may render invalid any related purported vote in
respect of the Acquisition. If the Acquisition is implemented by way of a
Takeover Offer (unless otherwise permitted by applicable law and regulation),
the Takeover Offer may not be made, directly or indirectly, in or into, or by
the use of mails or any means or instrumentality (including, but not limited
to, facsimile, e-mail or other electronic transmission, telex or telephone) of
interstate or foreign commerce of, or of any facility of a national, state or
other securities exchange of any Restricted Jurisdiction and the Takeover
Offer may not be capable of acceptance by any such use, means, instrumentality
or facilities.
The Acquisition will be governed by English law and will be subject to the
applicable requirements of the Companies Act, the Code, the Panel, the UK
Listing Rules, UK MAR, the FCA and the London Stock Exchange.
Notice to US investors in National World
US holders of National World Shares should note that the Acquisition relates
to the shares of an English company and is being made by means of a scheme of
arrangement provided for under, and governed by, English company law. A
transaction effected by means of a scheme of arrangement is not subject to the
tender offer rules or the proxy solicitation rules under the US Exchange Act.
Accordingly, the Acquisition is subject to the disclosure and procedural
requirements and practices applicable in the United Kingdom to schemes of
arrangement which differ from the disclosure requirements of United States
tender offer and proxy solicitation rules.
The financial information included in this announcement and the Scheme
Document (or, if the Acquisition is implemented by way of a Takeover Offer,
the Offer Document) has been, or will have been, prepared in accordance with
International Financial Reporting Standards and thus may not be comparable to
the financial information of US companies or companies whose financial
statements are prepared in accordance with generally accepted accounting
principles in the United States.
None of the securities referred to in this announcement have been approved or
disapproved by the US Securities Exchange Commission or any US state
securities commission, nor have any such authorities passed judgment upon the
fairness or the merits of the Acquisition or determined if this announcement
is accurate or complete. Any representation to the contrary is a criminal
offence in the United States.
If, in the future, Bidco exercises the right to implement the Acquisition by
way of a Takeover Offer and determines to extend the offer into the United
States, the Takeover Offer will be made in compliance with applicable United
States tender offer and securities laws and regulations and the requirements
of US state securities laws, in each case, to the extent any exemptions
thereunder are not applicable.
A US holder of National World Shares should be aware that the transactions
contemplated herein may have tax consequences for US federal income tax
purposes and under applicable US state and local, as well as foreign and
other, tax laws. Each National World Shareholder is therefore urged to consult
with legal, tax and financial advisers in connection with making a decision
regarding the Acquisition.
It may be difficult for US holders of National World Shares to enforce their
rights and any claims arising out of US federal laws, since each of Bidco,
Media Concierge and National World are located in a non-US jurisdiction, and
some or all of their officers and directors may be residents of a non-US
jurisdiction. US holders of National World Shares may not be able to sue a
non-US company or its officers or directors in a non-US court for violations
of US securities laws. Further, it may be difficult to compel a non-US company
and its affiliates to subject themselves to a US court's judgement.
To the extent permitted by applicable law, in accordance with normal UK
practice, Bidco, Media Concierge, certain affiliated companies and their
nominees or brokers (acting as agents), may from time to time make certain
purchases of, or arrangements to purchase, National World Shares outside of
the US, other than pursuant to the Acquisition, until the date on which the
Acquisition and/or Scheme becomes Effective, lapses or is otherwise withdrawn.
If such purchases or arrangements to purchase were to be made they would occur
either in the open market at prevailing prices or in private transactions at
negotiated prices and comply with applicable law, including the US Exchange
Act. Any information about such purchases will be disclosed as required in the
UK, will be reported to the Regulatory Information Service of the London Stock
Exchange and will be available on the London Stock Exchange website at
www.londonstockexchange.com (http://www.londonstockexchange.com) .
Forward-looking statements
This announcement (including information incorporated by reference into this
announcement), oral statements made regarding the Acquisition, and other
information published by Bidco, Media Concierge and National World contain
statements which are, or may be deemed to be, "forward-looking statements".
All statements, other than statements of historical fact are, or may be deemed
to be, "forward looking statements". Forward-looking statements are
prospective in nature and are not based on historical facts, but rather on
current expectations and projections of Bidco, Media Concierge and National
World about future events, and are therefore subject to risks and
uncertainties which could cause actual results, performance or events to
differ materially from those expressed or implied by the forward-looking
statements.
The forward-looking statements contained in this announcement include
statements relating to the expected effects of the Acquisition on Bidco, Media
Concierge and National World, the expected timing and scope of the Acquisition
and other statements other than historical facts. Often, but not always,
forward-looking statements can be identified by the use of forward-looking
words such as "plans", "expects" or "does not expect", "is expected", "is
subject to", "budget", "scheduled", "estimates", "forecasts", "intends",
"anticipates" or "does not anticipate", or "believes", or variations of such
words and phrases or statements that certain actions, events or results "may",
"could", "should", "would", "might" or "will" be taken, occur or be achieved.
Forward-looking statements include statements relating to the following: (i)
future capital expenditures, expenses, revenues, earnings, synergies, economic
performance, indebtedness, financial condition, dividend policy, losses and
future prospects; and (ii) business and management strategies and the
expansion and growth of Bidco's, Media Concierge's, National World's or the
Combined Group's operations and potential synergies resulting from the
Acquisition.
Although Bidco, Media Concierge and National World believe that the
expectations reflected in such forward-looking statements are reasonable,
neither Bidco, Media Concierge nor National World can give assurance that such
expectations will prove to be correct. By their nature, forward-looking
statements involve risk and uncertainty because they relate to events and
depend on circumstances that will occur in the future.
There are a number of factors that could cause actual results and developments
to differ materially from those expressed or implied by such forward-looking
statements. These factors include, but are not limited to: the ability to
complete the Acquisition; the ability to obtain requisite regulatory and
shareholder approvals and the satisfaction of other conditions on the proposed
terms; changes in the global political, economic, business and competitive
environments and in market and regulatory forces; changes in future exchange
and interest rates; changes in tax rates; future business combinations or
disposals; changes in general economic and business conditions; changes in the
behaviour of other market participants; the anticipated benefits from the
Acquisition not being realised as a result of changes in general economic and
market conditions; weak, volatile or illiquid capital and/or credit markets;
changes in the degree of competition in the geographic and business areas in
which Bidco, Media Concierge and National World operate; and changes in laws
or in supervisory expectations or requirements. Other unknown or unpredictable
factors could cause actual results to differ materially from those expected,
estimated or projected in the forward-looking statements. If any one or more
of these risks or uncertainties materialises or if any one or more of the
assumptions proves incorrect, actual results may differ materially from those
expected, estimated or projected. Such forward-looking statements should
therefore be construed in the light of such factors.
Neither Bidco, Media Concierge nor National World, nor any of their respective
associates or directors, officers or advisers, provides any representation,
assurance or guarantee that the occurrence of the events expressed or implied
in any forward-looking statements in this announcement will actually occur.
Given the risks and uncertainties, you are cautioned not to place any reliance
on these forward-looking statements. Other than in accordance with their legal
or regulatory obligations, neither Bidco, Media Concierge nor National World
is under any obligation, and each of Bidco, Media Concierge and National World
expressly disclaim any intention or obligation, to update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or
more of any class of relevant securities of an offeree company or of any
securities exchange offeror (being any offeror other than an offeror in
respect of which it has been announced that its offer is, or is likely to be,
solely in cash) must make an Opening Position Disclosure following the
commencement of the offer period and, if later, following the announcement in
which any securities exchange offeror is first identified. An Opening Position
Disclosure must contain details of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of (i) the
offeree company and (ii) any securities exchange offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no
later than 3.30 p.m. (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later than 3.30
p.m. (London time) on the 10th business day following the announcement in
which any securities exchange offeror is first identified. Relevant persons
who deal in the relevant securities of the offeree company or of a securities
exchange offeror prior to the deadline for making an Opening Position
Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1
per cent. or more of any class of relevant securities of the offeree company
or of any securities exchange offeror must make a Dealing Disclosure if the
person deals in any relevant securities of the offeree company or of any
securities exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions in, and
rights to subscribe for, any relevant securities of each of (i) the offeree
company and (ii) any securities exchange offeror(s), save to the extent that
these details have previously been disclosed under Rule 8. A Dealing
Disclosure by a person to whom Rule 8.3(b) applies must be made by no later
than 3.30 p.m. (London time) on the business day following the date of the
relevant dealing.
If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a securities exchange offeror, they will
be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by
any offeror and Dealing Disclosures must also be made by the offeree company,
by any offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made
can be found in the Disclosure Table on the Panel's website
at www.thetakeoverpanel.org.uk, (https://www.thetakeoverpanel.org.uk/)
including details of the number of relevant securities in issue, when the
offer period commenced and when any offeror was first identified. You should
contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are
in any doubt as to whether you are required to make an Opening Position
Disclosure or a Dealing Disclosure.
No profit forecasts or estimates or quantified financial benefits statements
No statement in this announcement is intended as a profit forecast or profit
estimate or quantified financial benefits statement for any period and no
statement in this announcement should be interpreted to mean that earnings or
earnings per share for National World for the current or future financial
years would necessarily match or exceed the historical published earnings or
earnings per share National World.
Rounding
Certain figures included in this announcement have been subjected to rounding
adjustments. Accordingly, figures shown for the same category presented in
different tables and paragraphs may vary slightly and figures shown as totals
in certain tables and paragraphs may not be an arithmetic aggregation of the
figures that precede them.
Publication on a website
In accordance with Rules 26.1 and 26.2 of the Code, a copy of this
announcement and other documents in connection with the Acquisition will be
made available, free of charge, subject to certain restrictions relating to
persons resident in Restricted Jurisdictions, on National World's website at
https://corporate.nationalworld.com/ and Media Concierge's website at
https://www.mediaconcierge.co.uk/possible-offer-for-national-world
(https://www.mediaconcierge.co.uk/possible-offer-for-national-world/) /
(https://www.mediaconcierge.co.uk/possible-offer-for-national-world/) by no
later than 12 noon (London time) on the first Business Day following the date
of this announcement.
For the avoidance of doubt, neither the contents of these websites nor the
contents of any websites accessible from any hyperlinks is incorporated into
or forms part of this announcement.
Requesting hard copy documents
In accordance with Rule 30.3 of the Code, National World Shareholders and
persons with information rights may request a hard copy of this announcement
(and any information incorporated by reference in this announcement), free of
charge, by contacting Link Group during business hours on 0371 664 0445 (from
within the United Kingdom) and +44 (0) 371 664 0445 (from outside the United
Kingdom) or by submitting a request in writing to Link Group at PXS1, Central
Square, 29 Wellington Street, Leeds LS1 4DL, United Kingdom. Calls are charged
at the standard geographic rate and will vary by provider. Calls outside the
United Kingdom will be charged at the applicable international rate. Lines
will be open between 9.00 a.m. to 5.30 p.m., Monday to Friday excluding public
holidays in England and Wales. Different charges may apply to calls from
mobile telephones and calls may be recorded and randomly monitored for
security and training purposes. The helpline cannot provide advice on the
merits of the Acquisition nor give any financial, legal or tax advice.
For persons who receive a copy of this announcement in electronic form or via
a website notification, a hard copy of this announcement will not be sent
unless so requested. Such persons may also request that all future documents,
announcements and information to be sent to them in relation to the
Acquisition should be in hard copy form.
If you are in any doubt about the contents of this announcement or the action
you should take, you are recommended to seek your own independent financial
advice immediately from your stockbroker, bank manager, solicitor, accountant
or from an independent financial adviser duly authorised under FSMA if you are
resident in the United Kingdom.
Scheme Process
In accordance with Section 5 of Appendix 7 of the Code, National World will
announce through a Regulatory Information Service key events in the Scheme
process including the outcomes of the National World Meetings and the Scheme
Sanction Hearing.
Unless otherwise consented to by the Court and the Panel, any modification or
revision to the Scheme will be made no later than the date which is 14 days
prior to the National World Meetings (or any later date to which such meetings
are adjourned). In accordance with Section 11 of Appendix 7 of the Code, if
the Scheme lapses or is withdrawn, all documents of title will be returned as
soon as practicable and in any event within 14 days of such lapsing or
withdrawal.
Information relating to National World Shareholders
Please be aware that addresses, electronic addresses and certain other
information provided by National World Shareholders, persons with information
rights and other relevant persons for the receipt of communications from
National World may be provided to Bidco during the Offer Period as required
under Section 4 of Appendix 4 to the Code to comply with Rule 2.11(c) of the
Code.
Rule 2.9 of the Code
In accordance with Rule 2.9 of the Code, as at the close of business on the
Last Practicable Date, National World confirms that its issued ordinary share
capital consisted of 267,663,987 National World Shares of nominal value 0.1
pence each. Accordingly, the total number of voting rights in National World
is 267,663,987. National World does not hold any National World Shares in
treasury. The International Securities Identification Number ("ISIN") of the
National World Shares is GB00BJN5J635.
appendix 1
CONDITIONS TO AND CERTAIN FURTHER TERMS OF THE ACQUISITION
Part A
Conditions to the Scheme and Acquisition
1. The Acquisition will be conditional upon the Scheme
becoming unconditional and becoming Effective, subject to the provisions of
the Code, by no later than 11.59 p.m. on the Long Stop Date.
Conditions to the Scheme
2. The Scheme will be conditional upon:
a)
(i) its approval by a majority in number
representing not less than 75 per cent. in value of the votes attached to the
Scheme Shares cast by Scheme Shareholders who are on the register of members
of National World (or the relevant class or classes thereof) at the Voting
Record Time, present and voting (and entitled to vote), whether in person or
by proxy, at the Court Meeting and at any separate class meeting which may be
required (or any adjournment thereof); and
(ii) such Court Meeting (and any separate
class meeting which may be required) or any adjournment of any such meeting
being held on or before the 22nd day after the expected date of the Court
Meeting to be set out in the Scheme Document in due course (or such later
date, if any, as: (x) may be agreed between Bidco and National World; or (y)
(in a competitive situation) Bidco may specify with the consent of the Panel,
and in each case that the Court may allow if required);
b)
(i) the Resolution(s) being duly passed at
the General Meeting (or any adjournment thereof); and
(ii) such General Meeting or any adjournment
of that meeting being held on or before the 22nd day after the expected date
of the General Meeting to be set out in the Scheme Document in due course (or
such later date, if any, as: (x) may be agreed between Bidco and National
World; or (y) (in a competitive situation) Bidco may specify with the consent
of the Panel, and in each case that the Court may allow if required); and
c)
(i) the sanction of the Scheme by the
Court (with or without modification (but subject to any such modification
being acceptable to Bidco and National World)); and
(ii) the Scheme Sanction Hearing being held
on or before the 22nd day after the expected date of the Scheme Sanction
Hearing to be set out in the Scheme Document in due course (or such later
date, if any, as: (x) may be agreed between Bidco and National World; or (y)
(in a competitive situation) Bidco may specify with the consent of the Panel,
and in each case that the Court may allow if required); and
d) the delivery of a copy of the Court Order to the
Registrar of Companies.
General Conditions
3. In addition, subject as stated in Part B of this
Appendix 1 below and subject to the requirements of the Panel in accordance
with the Code, Bidco and National World have agreed that the Acquisition will
be conditional upon the following Conditions and, accordingly, the necessary
actions to make the Scheme Effective will not be taken unless the following
Conditions (as amended if appropriate) have been satisfied or, where relevant,
waived:
a) all necessary filings and/or applications having
been made, all relevant waiting and other time periods (including any
extensions of such waiting and other time periods) under any applicable
legislation or regulation of any jurisdiction having expired, lapsed or been
terminated (as appropriate) and all statutory or regulatory obligations in any
relevant jurisdiction having been complied with, in each case, in connection
with the Acquisition or the acquisition by any member of the Wider Bidco Group
of any shares or other securities in, or control of, any member of the Wider
National World Group;
b) all authorisations, orders, determinations,
recognitions, grants, consents, licences, confirmations, clearances,
certificates, permissions, exemptions and approvals ("Authorisations") for the
proposed acquisition of any shares or other securities in, or control of,
National World by any member of the Wider Bidco Group having been obtained on
terms and in a form reasonably satisfactory to Bidco from all necessary Third
Parties (as defined below) or persons with whom any member of the Wider
National World Group has entered into contractual arrangements or other
material business relationships, together with all Authorisations, necessary
or appropriate to carry on the business of any member of the Wider National
World Group, remaining in full force and effect and all filings necessary for
such purpose having been made and there being no notice or intimation of any
intention to revoke, suspend, restrict, modify or not to renew any of the same
at the time at which the Acquisition becomes otherwise unconditional and all
necessary statutory or regulatory obligations in any jurisdiction having been
complied with;
c) no relevant central bank, state, government or
governmental, quasi-governmental, supranational, statutory, regulatory,
environmental, administrative, professional, fiscal or investigative body,
court, trade agency, association, institution, body, employee representative
body, any entity owned or controlled by any relevant government or state, or
any other body or person whatsoever in any jurisdiction (each, a "Third
Party") having given notice of a decision to take, institute, implement or
threaten any action, proceeding, suit, investigation, enquiry or reference
(and, in each case, not having withdrawn the same), or having enacted, made or
proposed any statute, regulation, decision or order, or change to published
practice (and, in each case, not having withdrawn the same) or having taken
any other steps, and there not continuing to be outstanding any statute,
regulation, decision or order, which, in each case, would or might reasonably
be expected to:
(i) require, prevent or delay the
divestiture, or alter the terms envisaged for any such divestiture by any
member of the Wider Bidco Group or any member of the Wider National World
Group of all or any part of their respective businesses, assets or properties
(including, shares or other securities (or equivalent)) or impose any
limitation on the ability of any of them to conduct their respective
businesses (or any of them) or to own, control or manage any of their
respective assets or properties or any part thereof;
(ii) require, prevent or materially delay
the divestiture by any member of the Wider Bidco Group of any shares or other
securities in National World;
(iii) result in any member of the Wider Bidco
Group or any member of the Wider National World Group ceasing to be able to
carry on business under any name under which it presently carries on business;
(iv) impose any limitation on, or result in a
delay in, the ability of any member of the Wider Bidco Group, directly or
indirectly, to acquire or to hold or to exercise effectively all or any rights
of ownership in respect of shares or any other securities in, or to exercise
voting or management control over, any member of the Wider National World
Group;
(v) make the Scheme or the Acquisition or,
in each case, its implementation or the acquisition, or proposed acquisition,
by Bidco or any member of the Wider Bidco Group of any shares or other
securities in, or control of, National World or any member of the Wider
National World Group, void, illegal, and/or unenforceable under the laws of
any jurisdiction, or otherwise, directly or indirectly, restrain, restrict,
prohibit, delay or impose additional conditions or obligations with respect
thereto;
(vi) except pursuant to the implementation of
the Acquisition or, if applicable, sections 974 to 991 of the Companies Act,
require any member of the Wider Bidco Group or the Wider National World Group
to offer to acquire any shares or other securities (or the equivalent) or
interest in any member of the Wider Bidco Group or the Wider National World
Group owned by any third party;
(vii) limit or delay the ability of any member
of the Wider Bidco Group or the Wider National World Group to conduct,
co-ordinate or integrate its business, or any part of it, with all or any part
of the businesses of any other members of the Wider Bidco Group and/or the
Wider National World Group; or
(viii) otherwise adversely affect any or all of
the business, assets, profits, financial or trading position or prospects of
any member of the Wider Bidco Group or of any member of the Wider National
World Group;
and all applicable waiting and other time periods (including any extensions
thereof) during which any such Third Party could decide to take, institute,
implement or threaten any such action, proceeding, suit, investigation,
enquiry or reference or take any other step under the laws of any jurisdiction
in respect of the Acquisition or otherwise intervene having expired, lapsed or
been terminated;
d) no temporary restraining order, preliminary or
permanent injunction, preliminary or permanent enjoinment, or other law or
order issued and being in effect by a court or other Third Party which has the
effect of making the Acquisition or any acquisition or proposed acquisition of
any shares or other securities or control or management of, any member of the
Wider National World Group by any member of the Wider Bidco Group, or the
implementation of either of them, void, voidable, illegal and/or unenforceable
under the laws of any relevant jurisdiction, or otherwise directly or
indirectly prohibiting, preventing, restraining, restricting, delaying or
otherwise interfering with the completion or the approval of the Acquisition
or any matter arising from the proposed acquisition of any shares or other
securities in, or control or management of, any member of the Wider National
World Group by any member of the Wider Bidco Group;
Certain matters arising as a result of any arrangement, agreement etc.
e) save as Disclosed, there being no provision of
any agreement, arrangement, lease, licence, franchise, permit or other
instrument to which any member of the Wider National World Group is a party or
by or to which any such member or any of its assets is or are or may be bound,
entitled or subject, or any event or circumstance which, in each case, as a
consequence of the Scheme, the Acquisition or the acquisition or proposed
acquisition by any member of the Wider Bidco Group of any shares or other
securities (or equivalent) in National World or because of a change in the
control or management of National World, would, or would reasonably be
expected to, result in any of the following (in any case, to an extent which
is material in the context of the Wider National World Group, taken as a
whole, or in the context of the Acquisition):
(i) any monies borrowed by or any other
indebtedness or liabilities (actual or contingent) of, or grant available to
any member of the Wider National World Group, being or becoming repayable or
capable of being declared repayable immediately or earlier than their or its
stated maturity date or repayment date or the ability of any such member to
borrow moneys or incur any indebtedness being withdrawn or inhibited or being
capable of becoming or being withdrawn or inhibited;
(ii) any asset or interest of any member of
the Wider National World Group being or failing to be disposed of or charged
or any right arising under which any such asset or interest could be required
to be disposed of or charged or could cease to be available to any member of
the Wider National World Group otherwise than in the ordinary course of
business;
(iii) other than in the ordinary course of
business, the creation or enforcement of any mortgage, charge or other
security interest over the whole or any part of the business, property, assets
or interest of any member of the Wider National World Group or any such
mortgage, charge or other security interest (whenever arising or having
arisen) becoming enforceable;
(iv) the rights, liabilities, obligations,
interests or business of any member of the Wider National World Group under
any such agreement, arrangement, lease, licence, franchise, permit or other
instrument, or the business of any such member in or with any person, firm,
company or body (or any agreement or arrangement relating to any such interest
or business) being or becoming capable of being terminated, adversely modified
or affected or any onerous obligation or liability arising or any action being
taken thereunder;
(v) any member of the Wider National World
Group ceasing to be able to carry on business under any name under which it
presently carries on business;
(vi) the business, assets, profits, value of,
or the financial or trading position or prospects of any member of the Wider
National World Group being prejudiced or adversely affected;
(vii) the creation or acceleration of any
liability, actual or contingent, by any member of the Wider National World
Group other than trade creditors or other liabilities incurred in the ordinary
course of business;
(viii) any liability of any member of the Wider
National World Group to make any severance, termination, bonus or other
payment to any of its directors or other officers; or
(ix) any requirement of any member of the
Wider National World Group to acquire, subscribe, pay up or repay any shares
or other securities (or the equivalent),
and no event having occurred which, under any provision of any agreement,
arrangement, lease, licence, franchise, permit or other instrument to which
any member of the Wider National World Group is a party or by or to which any
such member or any of its assets may be bound, entitled or subject, would or
might reasonably be expected to result in any of the events or circumstances
as are referred to in sub-paragraphs 3(e)(i) to 3(e)(ix) above, in each case,
to an extent which is material in the context of the Wider National World
Group, taken as a whole, or in the context of the Acquisition;
Certain events occurring since 30 December 2023
f) save as Disclosed, no member of the Wider
National World Group having since 30 December 2023:
(i) save as between National World and
wholly-owned subsidiaries and/or subsidiary undertakings of National World or
between such wholly-owned subsidiaries and/or subsidiary undertakings, issued
or agreed to issue, authorised or proposed or announced its intention to
authorise or propose the issue of additional shares of any class or securities
or securities convertible into, or exchangeable for, shares of any class or
rights, warrants or options to subscribe for, or acquire, any such shares,
securities or convertible securities or transferred or sold or agreed to
transfer or sell or authorised or proposed the transfer or sale of National
World Shares out of treasury;
(ii) save as between National World and
wholly-owned subsidiaries and/or subsidiary undertakings of National World or
between such wholly-owned subsidiaries and/or subsidiary undertakings,
recommended, declared, paid or made or proposed or agreed to recommend,
declare, pay or make any dividend or other distribution payable in cash or
otherwise or bonus issue;
(iii) save as between National World and
wholly-owned subsidiaries and/or subsidiary undertakings of National World or
between such wholly-owned subsidiaries and/or subsidiary undertakings,
implemented, effected, authorised or proposed or announced its intention to
implement, effect, authorise or propose any merger, demerger, reconstruction,
amalgamation, scheme, commitment or offer or disposal of assets or shares or
loan capital (or the equivalent thereof) in any undertaking or undertakings;
(iv) save as between National World and
wholly-owned subsidiaries and/or subsidiary undertakings of National World or
between such wholly-owned subsidiaries and/or subsidiary undertakings, charged
or created any security interest over any assets or any right, title or
interest in any asset (including shares and trade investments) or authorised,
proposed or announced any intention to effect any mortgage, charge or security
interest, in each case, other than in the ordinary course of business and, in
each case, to an extent which is material in the context of the Wider National
World Group, taken as a whole or material in the context of the Acquisition;
(v) issued, authorised or announced its
intention for the issue of, or made any change in or to, any debentures or
loan capital or (save for intra-National World Group transactions), incurred
or increased any indebtedness or become subject to any liability (actual or
contingent) to an extent which is material in the context of the Wider
National World Group, taken as a whole or material in the context of the
Acquisition;
(vi) purchased, redeemed or repaid or
announced its intention to purchase, redeem or repay any of its own shares or
other securities or reduced or, save in respect to the matters mentioned in
sub-paragraphs (i) or (ii) above, made any other change to any part of its
share capital, in each case, to an extent which is material in the context of
the Wider National World Group, taken as a whole;
(vii) entered into any licence or other disposal
of intellectual property rights of any member of the Wider National World
Group;
(viii) entered into, varied or authorised,
proposed or announced its intention to enter into or vary or authorise, any
contract, agreement, transaction, arrangement or commitment (whether in
respect of capital expenditure or otherwise) which:
(A) is of a long term, onerous or unusual nature or magnitude or which
is or which involves or could reasonably be expected to involve an obligation
of a nature or magnitude which is material in the context of the Wider
National World Group; or
(B) would, or could reasonably be expected to, restrict the business
of any member of the Wider National World Group other than to a nature and
extent which is normal in the context of the business concerned;
(ix) (other than in respect of a member which
is dormant and was solvent at the relevant time) taken any corporate action or
steps or had any legal proceedings started or threatened against it in
relation to the suspension of payments, a moratorium of any indebtedness, or
petition presented or order made for its winding-up, dissolution or
reorganisation or for the appointment of a receiver, administrative receiver,
administrator, trustee or similar officer of all or any part of its assets or
revenues or any analogous proceedings in any jurisdiction or appointed any
analogous person in any jurisdiction or had any such person appointed;
(x) in relation to any pension scheme or
other retirement, leaving service or death benefit arrangement established for
any directors, former directors, employees or former employees of any entity
in the Wider National World Group or their dependants and established by a
member of the Wider National World Group (a "Relevant Pension Plan"), except
in relation to changes made or agreed as a result of, or arising from, changes
to legislation, made or agreed or consented to any change to: (A) the terms of
the trust deeds and rules constituting any Relevant Pension Plan; (B) the
contributions payable to any Relevant Pension Plan or to the benefits which
accrue, or to the pensions which are payable, thereunder; (C) the basis on
which qualification for, or accrual or entitlement to, such benefits or
pensions are calculated or determined; or (D) the basis upon which the
liabilities (including pensions) of any Relevant Pension Plan are funded,
valued, made, agreed or consented to, where to do so has or is reasonably
likely to have a material impact on the Wider National World Group;
(xi) established or proposed the establishment
of any Relevant Pension Plan to the extent which is material in the context of
the Wider National World Group taken as a whole, and other than as required in
accordance with applicable law;
(xii) other than claims between National World
and its wholly-owned subsidiaries and/or subsidiary undertakings, or between
such wholly-owned subsidiaries and/or subsidiary undertakings, waived,
settled, abandoned or compromised any claim;
(xiii) made any alteration to its memorandum or
articles of association or other incorporation documents (in each case other
than in connection with the Scheme);
(xiv) been unable, or admitted in writing that it
is unable, to pay its debts or commenced negotiations with one or more of its
creditors with a view to rescheduling or restructuring any of its
indebtedness, or having stopped or suspended (or threatened to stop or
suspend) payment of its debts generally or ceased or threatened to cease
carrying on all or a substantial part of its business;
(xv) entered into, varied, authorised entry into
or variation of, the terms of, or made any offer (which remains open for
acceptance) to enter into or vary the terms of appointment of, any contract or
any service agreement with any director of the Wider National World Group;
(xvi) proposed, agreed to provide or modified the
terms of any share option scheme, incentive scheme or other benefit relating
to the employment or termination of employment of any employee of the Wider
National World Group;
(xvii) entered into or implemented any joint
venture, asset or profit sharing arrangement, partnership or merger of
business or corporate entities which is material in the context of the Wider
National World Group taken as a whole;
(xviii) entered into any contract, commitment,
arrangement or agreement or passed any resolution or made any offer (which
remains open for acceptance) with respect to, or announced any intention to,
effect any of the transactions, matters or events referred to in this
paragraph (f); or
(xix) except with the consent of Bidco or the
Panel, taken (or agreed or proposed to take) any action which requires, or
would require, the consent of the Panel or the approval of National World
Shareholders at a general meeting of National World in accordance with, or as
contemplated by, Rule 21.1 of the Code;
No material adverse change
g) save as Disclosed, since 30 December 2023 there
having been:
(i) no adverse change or deterioration
having occurred, and no circumstance having arisen which would be or would
reasonably be expected to result in any adverse change or deterioration, in
the business, assets, value, financial or trading position or profits or
prospects or operational performance of any member of the Wider National World
Group (in each case, to an extent which is, or could be, material in the
context of the Wider National World Group, taken as a whole);
(ii) no litigation, arbitration proceedings,
prosecution or other legal proceedings to which any member of the Wider
National World Group is, or may become, a party (whether as a plaintiff,
claimant, defendant or otherwise) and no enquiry, review or investigation by,
or complaint or reference to, any Third Party against or in respect of any
member of the Wider National World Group having been instituted, announced,
implemented or threatened by or against or remaining outstanding in respect of
any member of the Wider National World Group;
(iii) no contingent or other liability of any
member of the Wider National World Group or of any member of the Wider Bidco
Group having arisen or become apparent or increased, which has had, or might
reasonably be expected to have, an adverse effect on the business, assets,
financial or trading position or profits or prospects of any member of the
Wider National World Group, to an extent which is material to the Wider
National World Group, taken as a whole;
(iv) no member of the Wider National World
Group having conducted its business in breach of any applicable laws and
regulations in a manner which is material in the context of the Wider National
World Group, taken as a whole; and
(v) no steps having been taken and no
omissions having been made which are reasonably likely to result in the
withdrawal, cancellation, termination or modification of any licence or permit
held by any member of the Wider National World Group which is necessary for
the proper carrying on of its business;
No discovery of certain matters
h) save as Disclosed, Bidco not having discovered
(in each case to an extent which is, or could reasonably be expected to be,
material in the context of the Wider National World Group, taken as a whole,
or material in the context of the Acquisition) that:
(i) any financial, business or other
information concerning the Wider National World Group as contained in the
information publicly disclosed at any time by or on behalf of any member of
the Wider National World Group is misleading, contains a misrepresentation of
fact or omits to state a fact necessary to make that information not
misleading;
(ii) any member of the Wider National World
Group, or any partnership, company or other entity in which any member of the
Wider National World Group has a significant economic interest and which is
not a subsidiary undertaking, is subject to any liability (contingent or
otherwise);
(iii) any past or present member of the Wider
National World Group has failed to comply with any applicable legislation,
regulation or other requirements, of any jurisdiction or any Authorisations
with regard to the use, treatment, handling, storage, carriage, disposal,
spillage, release, discharge, leak or emission of any waste or hazardous
substance or any substance likely to impair the environment or harm human
health or animal health or otherwise relating to environmental matters or the
health and safety of humans, or that there has otherwise been any such use,
treatment, handling, storage, carriage, disposal, spillage, release,
discharge, leak or emission (whether or not the same constituted a
non-compliance by any person with any such legislation or regulations, and
wherever the same may have taken place) which, in each case, non-compliance
would be likely to give rise to any liability (actual or contingent) or cost
on the part of any member of the Wider National World Group; or
(iv) there is any liability (actual or
contingent) to make good, repair, reinstate or clean up any property now or
previously owned, occupied or made use of by any past or present member of the
Wider National World Group under any environmental legislation, regulation,
notice, circular or order of any government, governmental, quasi-
governmental, state or local government, supranational, statutory or other
regulatory body, agency, court, association or body in any jurisdiction;
Intellectual property
i) save as Disclosed and since 30 December 2023,
no circumstance having arisen or event having occurred in relation to any
intellectual property owned or used by any member of the Wider National World
Group, including:
(i) any member of the Wider National World
Group losing its title to any intellectual property used in its business, or
any intellectual property owned by any member of the Wider National World
Group and material to its business being revoked, cancelled or declared
invalid; or
(ii) any claim being asserted by any person
challenging the ownership of any member of the Wider National World Group to,
or the validity or effectiveness of, any intellectual property; or
(iii) any agreement regarding the use of any
intellectual property licensed to or by any member of the Wider National World
Group being terminated or varied; and
Anti-corruption and sanctions
j) save as Disclosed, Bidco not having discovered:
(i) any:
(A) past or present member, director, officer or employee of the Wider
National World Group is or has at any time, in connection with their position
in the Wider National World Group, engaged in any activity, practice or
conduct which would constitute an offence under the Bribery Act 2010, the US
Foreign Corrupt Practices Act of 1977 or any other applicable anti-corruption
or anti-bribery legislation; or
(B) person that performs, or has performed, services for or on behalf
of the Wider National World Group is or has at any time engaged in any
activity, practice or conduct in connection with the performance of such
services which would constitute an offence under the Bribery Act 2010, the US
Foreign Corrupt Practices Act of 1977 or any other applicable anti-corruption
or anti-bribery legislation;
(ii) any asset of any member of the Wider
National World Group constitutes criminal property as defined by section
340(3) of the Proceeds of Crime Act 2002 (but disregarding paragraph (b) of
that definition);
(iii) any past or present, member, director,
officer or employee of the Wider National World Group or any other person for
whom any such person may be liable or responsible, is or has engaged in any
business with, made any investments in, made any funds or assets available to
or received any funds or assets from:
(A) any government, entity or individual in respect of which US, UK or
European Union persons, or persons operating in those territories, are
prohibited from engaging in activities or doing business, or from receiving or
making available funds or economic resources, by applicable US, UK or European
Union laws or regulations, including the economic sanctions administered by
the United States Office of Foreign Assets Control, or His Majesty's Revenue
and Customs; or
(B) any government, entity or individual targeted by any of the
economic sanctions of the UK, US, United Nations or the European Union or any
of their respective member states or any other governmental or supranational
body or authority in any jurisdiction; or
(iv) any member of the Wider National World
Group is, or has been, engaged in any transaction or conduct which would cause
the Wider National World Group or the Wider Bidco Group to be in breach of any
law or regulation prior to, or upon, completion of the Acquisition, including
(but not limited to) the economic sanctions of the United States Office of
Foreign Assets Control, or His Majesty's Revenue and Customs, or any other
relevant government authority.
Part B
Further terms of the Acquisition
1. Conditions 2(a), 2(b) and 3 (a) to (j) (inclusive) of
Part A of this Appendix 1 must each be fulfilled or (if capable of waiver) be
waived no later than 11.59 p.m. on the date immediately preceding the date of
the Scheme Sanction Hearing (or such later date as Bidco and National World
may agree and the Panel and, if required, the Court, may allow), failing which
the Scheme will lapse.
2. Notwithstanding the paragraph above and subject to
the requirements of the Panel and the Code, Bidco reserves the right in its
sole discretion to waive:
a) any of the deadlines set out in paragraph 2 of
Part A of this Appendix 1 for the timing of the Court Meeting, General Meeting
and the Scheme Sanction Hearing. If any such deadline is not met, Bidco shall
make an announcement by 8.00 a.m. on the Business Day following such deadline
confirming whether it has invoked or waived the relevant Condition or agreed
with National World to extend the deadline in relation to the relevant
Condition; and
b) in whole or in part, all or any of the Conditions
set out in paragraphs 3(a) to (j) (inclusive) of Part A of this Appendix 1.
3. Save as set out in paragraphs 2 of this Part B of
this Appendix 1, the Conditions in paragraphs 1 and 2 (inclusive) of Part A of
this Appendix 1 may not be waived.
4. Bidco shall be under no obligation to waive (if
capable of waiver) or treat as satisfied any of the Conditions set out in
paragraphs 3(a) to (j) (inclusive) of Part A of this Appendix 1 that it is
entitled (with the consent of the Panel and subject to the requirements of the
Code) to invoke, by a date earlier than the latest date specified above for
the fulfilment or waiver thereof, notwithstanding that the other Conditions
may at such earlier date have been waived or fulfilled and that there are at
such earlier date no circumstances indicating that any of such Conditions may
not be capable of fulfilment.
5. Under Rule 13.5(a) of the Code, Bidco may only invoke
a Condition so as to cause the Acquisition not to proceed, to lapse or to be
withdrawn with the consent of the Panel. The Panel will normally only give its
consent if the circumstances which give rise to the right to invoke the
Condition are of material significance to Bidco in the context of the
Acquisition. This will be judged by reference to the facts of each case at the
time that the relevant circumstances arise. The Conditions set out in
paragraphs 1, 2(a), 2(b), 2(c) and 2(d) (inclusive) of Part A of this Appendix
1 and, if applicable, any acceptance condition if the Acquisition is
implemented by means of a Takeover Offer, are not subject to Rule 13.5(a) of
the Code.
6. If Bidco is required by the Panel to make an offer
for National World Shares under the provisions of Rule 9 of the Code, Bidco
may make such alterations to any of the above Conditions and the terms of the
Acquisition as are necessary to comply with the provisions of Rule 9.
7. Bidco reserves the right to elect to implement the
Acquisition by way of a Takeover Offer as an alternative to the Scheme
(subject to the Panel's consent). In such event, the Acquisition will be
implemented on substantially the same terms and conditions (subject to
appropriate amendments (including any amendments which are either required by
applicable law or necessary to reflect the Takeover Offer)) and including
(without limitation) an acceptance condition set at 90 per cent. of the issued
share capital of National World (or such lower percentage as Bidco may,
subject to the rules of the Code and with the consent of the Panel, decide,
being in any case more than 50 per cent. of the issued share capital of
National World)) as those which would apply to the Scheme. Further, if
sufficient acceptances of the Takeover Offer are received and/or sufficient
National World Shares are otherwise acquired, it is the intention of Bidco to
apply the provisions of Chapter 3 of Part 28 of the Companies Act to
compulsorily acquire any outstanding National World Shares to which such
Takeover Offer relates.
8. The National World Shares will be acquired under the
Scheme, fully paid and free from all liens, equities, charges, encumbrances,
options, rights of pre-emption and any other third party rights and interests
of any nature whatsoever and together with all rights now or hereafter
attaching or accruing to them, including voting rights and the right to
receive and retain in full all dividends and other distributions (if any)
declared, made or paid, or any other return of capital or value (whether by
reduction of share capital or share premium account or otherwise) made on or
after the Effective Date (other than any dividend in respect of which a
corresponding reduction in the cash consideration payable in respect of each
National World Share has been made as described in paragraph 9 below).
9. Subject to the terms of the Acquisition, if, on or
after the date of this announcement and on or prior to the Effective Date, any
dividend and/or other distribution and/or return of capital is authorised,
declared, made or paid or becomes payable in respect of National World Shares,
Bidco reserves the right to reduce the cash consideration payable under the
terms of the Acquisition by an amount equal to all or part of any such
dividend and/or other distribution and/or return of capital, in which case:
(a) any reference in this announcement or in the Scheme Document to the cash
consideration for the National World Shares will be deemed to be a reference
to the cash consideration as so reduced; and (b) the relevant National World
Shareholders will be entitled to receive and retain any such dividend and/or
other distribution and/or return of capital authorised, declared, made or
paid. To the extent that any such dividend, distribution or return of capital
is authorised, declared, made or paid or becomes payable: (x) pursuant to the
Acquisition on a basis which entitles Bidco to receive the dividend or
distribution or return of capital and to retain it; or (y) is subsequently
cancelled, the cash consideration will not be subject to change in accordance
with this paragraph. Any exercise by Bidco of its rights referred to in this
paragraph shall be the subject of an announcement and, for the avoidance of
doubt, shall not be regarded as constituting any revision or variation of this
announcement.
10. The Acquisition will be subject, among other things, to
the Conditions and certain further terms which are set out in this Appendix 1
and to the full terms and conditions which will be set out in the Scheme
Document to be published in due course and such further terms as may be
required to comply with the provisions of the Code.
11. This announcement and any rights or liabilities arising
hereunder are, and the Acquisition, the Scheme and the Forms of Proxy will be,
governed by English law and subject to the jurisdiction of the courts of
England and Wales. The Acquisition will be subject to the applicable
requirements of the Companies Act, the Code, the Panel, the UK Listing Rules,
UK MAR, the FCA and the London Stock Exchange.
12. The Acquisition is not being made, directly or
indirectly, in, into or from, or by use of the mails of, or by any means of
instrumentality (including, but not limited to, facsimile, e-mail or other
electronic transmission, telex or telephone) of interstate or foreign commerce
of, or of any facility of a national, state or other securities exchange of,
any Restricted Jurisdiction.
13. The availability of the Acquisition to National World
Shareholders who are not resident in and citizens of the United Kingdom may be
affected by the laws of the relevant jurisdictions in which they are located
or of which they are citizens. Persons who are not resident in the United
Kingdom should inform themselves of, and observe, any applicable legal or
regulatory requirements of their jurisdictions. Further information in
relation to Overseas Shareholders will be contained in the Scheme Document.
14. Each of the Conditions shall be regarded as a separate
Condition and shall not be limited by reference to any other Condition.
appendix 2
SOURCES OF INFORMATION AND BASES OF CALCULATIONS
Unless otherwise stated, the following constitute the sources of information
and bases of calculations in this announcement:
1. The fully diluted issued ordinary share capital of 282,864,322
National World Shares is based on:
a. 267,663,987 National World Shares in issue as at the Last
Practicable Date; plus
b. 15,200,335 National World Shares which may be issued on or after
the date of this announcement pursuant to the National World Share Plans as at
the Last Practicable Date.
2. A value of approximately £65.1 million for the entire issued, and
to be issued, ordinary share capital of National World on a fully diluted
basis, and an implied enterprise value of approximately £52.1 million is
based on:
a. a Final* Offer Price of 23 pence per National World Share;
b. National World's fully diluted issued ordinary share capital of
282,864,322 National World Shares, as set out in paragraph 1 above; and
c. implied enterprise value calculated with reference to net cash of
£13.0 million as at 29 June 2024.
3. The enterprise value implied by the Acquisition representing 8.7x
statutory EBITDA and 4.6x adjusted EBITDA for the 12-month period ended 29
June 2024 is based on:
a. statutory EBITDA for the 12-month period ended 29 June 2024 of
£6.0 million, being the aggregate of £3.6 million for the six-month period
ended 29 June 2024 and £2.4 million for the six-month period ended 30
December 2023; and
b. adjusted EBITDA for the 12-month period ended 29 June 2024 of
£11.4 million, being the aggregate of £5.0 million for the six-month period
ended 29 June 2024 and £6.4 million for the six-month period ended 30
December 2023.
4. The closing prices on 21 November 2024 (being the last Business Day
before the commencement of the Offer Period) are taken from the Daily Official
List.
5. Unless otherwise stated, the financial information of National
World is extracted (without material adjustment) from the annual report and
audited accounts of National World for the 12 months ended 30 December 2023
and the half-year financial report and unaudited accounts for National World
for the 6 months ended 29 June 2024.
6. The volume-weighted average prices have been derived from Bloomberg
data.
7. Certain figures included in this announcement have been subject to
rounding adjustments.
appendix 3
DETAILS OF IRREVOCABLE UNDERTAKINGS
National World Directors' Irrevocable Undertakings
The following National World Directors who hold National World Shares have
given irrevocable undertakings to vote, or procure the vote, in favour of the
Scheme at the Court Meeting and the Resolution(s) at the General Meeting in
respect of their beneficial holdings (including those of their connected
persons and related trusts) of National World Shares (or those National World
Shares over which they have control):
Name Total number of National World Shares Percentage of National World Shares in issue on the Last Practicable Date (%) Number of National World Shares over which options are held
National World Directors
David Montgomery 19,231,631 7.2 6,494,632
Mark Hollinshead 1,471,278 0.5 1,798,353
John Rowe 1,531,631 0.6 -
David Lindsay 270,000 0.1 -
Total 22,504,540 8.4 8,292,985
The irrevocable undertakings given by David Montgomery and Mark Hollinshead
also covers any National World Shares which David Montgomery or Mark
Hollinshead may receive should any of the options set out against their
respective names above be exercised before the Court Meeting and the General
Meeting.
The undertakings provided by the National World Directors who hold National
World Shares will cease to be binding:
· if the Scheme Document is not published
within 28 days of the date of release of this announcement (or within such
longer period as the Panel may agreed);
· on the earlier of (a) the Long Stop Date;
or (b) the date on which the Acquisition is withdrawn or lapses in accordance
with its terms, save where the Acquisition is withdrawn or lapses as a result
of Bidco exercising its right to implement the Acquisition by way of a
takeover offer in accordance with the Code rather than by way of a scheme of
arrangement (or vice versa);
· if any competing offer for the issued and
to be issued ordinary share capital of National World is made which is
declared wholly unconditional (if implemented by way of a takeover offer) or
otherwise becomes effective (if implemented by way of a scheme of
arrangement); or
· any event occurs or becomes known to Bidco
or its financial adviser before despatch of the Scheme Document or the Offer
Document (as the case may be) as a result of which the Panel requires or
agrees that Bidco need not make the Takeover Offer.
National World Shareholders' Irrevocable Undertakings
The following National World Shareholders who hold National World Shares have
given irrevocable undertakings to vote, or procure the vote, in favour of the
Scheme at the Court Meeting and the Resolution(s) at the General Meeting in
respect of their beneficial holdings of National World Shares (or those
National World Shares over which they have control):
Name Total number of National World Shares Percentage of National World Shares in issue on the Last Practicable Date (%)
National World Shareholders
Aberforth Partners LLP 52,307,925 19.5
Alasdair Locke 25,632,627 9.6
Harwood Capital LLP 14,100,000 5.3
NR Holdings Limited 7,328,965 2.7
TCM Wealth Limited 1,578,999 0.6
Richard Leonard 1,360,000 0.5
David Bamber 1,100,000 0.4
RER Property Investments Limited 780,000 0.3
Martine Leonard 620,000 0.2
Total 104,808,516 39.2
The undertaking provided by the Aberforth will cease to be binding if:
· the Scheme Document and the appropriate
form(s) of proxy are not posted within 28 days of the date of this
announcement (or within such later period as the Panel may agree); or
· an announcement is made in accordance with
Rule 2.7 of the Code of a competing offer (whether to be made by way of a
takeover offer or a scheme of arrangement or otherwise) in respect of the
National World Shares which represents, in their opinion, a value at any time
of not less than 26 pence per National World Share.
The undertaking provided by the Alasdair Locke will cease to be binding:
· on the earlier of (a) the Long Stop Date;
or (b) the date on which the Acquisition is withdrawn or lapses in accordance
with its terms, save where:
o the Acquisition is withdrawn or lapses as a result of Bidco exercising its
right to implement the Acquisition by way of a takeover offer in accordance
with the Code rather than by way of a scheme of arrangement (or vice versa);
or
o the lapse of withdrawal is not confirmed by Bidco or is followed within 10
Business Days by an announcement under Rule 2.7 of the Code by Bidco to
implement the Acquisition either by a new, revised or replacement scheme of
arrangement pursuant to Part 26 of the Companies Act or takeover offer (within
the meaning of section 974 of the Companies Act);
· if any event occurs or becomes known to
Bidco or its financial advisers before despatch of the Scheme Document or the
Offer Document (as the case may be) as a result of which the Panel requires or
agrees that Bidco need not make the Acquisition; or
· if an announcement is made in accordance
with Rule 2.7 of the Code of a competing offer (whether to be made by way of a
takeover offer or a scheme of arrangement or otherwise) in respect of the
National World Shares which represents, in his opinion, acting reasonably and
in good faith, a value at any time of not less than 24 pence per National
World Share.
The undertakings provided by the Harwood Capital LLP, the Trium Investors and
NR Holdings Limited will cease to be binding:
· on the earlier of (a) the Long Stop Date;
or (b) the date on which the Acquisition is withdrawn or lapses in accordance
with its terms, save where:
o the Acquisition is withdrawn or lapses as a result of Bidco exercising its
right to implement the Acquisition by way of a takeover offer in accordance
with the Code rather than by way of a scheme of arrangement (or vice versa);
or
o the lapse of withdrawal is not confirmed by Bidco or is followed within 10
Business Days by an announcement under Rule 2.7 of the Code by Bidco to
implement the Acquisition either by a new, revised or replacement scheme of
arrangement pursuant to Part 26 of the Companies Act or takeover offer (within
the meaning of section 974 of the Companies Act); or
· if any event occurs or becomes known to
Bidco or its financial advisers before despatch of the Scheme Document or the
Offer Document (as the case may be) as a result of which the Panel requires or
agrees that Bidco need not make the Acquisition.
appendix 4
DEFINITIONS
The following definitions apply throughout this announcement unless the
context requires otherwise:
Acquisition the proposed acquisition of the entire issued and to be issued ordinary share
capital of National World by Bidco (other than the Excluded Shares) to be
implemented by way of the Scheme or, should Bidco so elect (with the consent
of the Panel) by way of the Takeover Offer, and, where the context admits, any
subsequent revision, variation, extension or renewal thereof;
Articles the articles of association of National World, from time to time;
Bidco Neo Media Publishing Limited, a private limited company incorporated in
England and Wales with company number 16080556 and whose registered office is
at 47 Great Marlborough Street, London, England, W1F 7JP;
Bidco Board the board of directors of Bidco as at the date of this announcement or, where
the context so requires, the board of directors of Bidco from time to time;
Bidco Directors the directors of Bidco as at the date of this announcement or, where the
context so requires, the directors of Bidco from time to time;
Business Day any day (excluding any Saturday or Sunday or any public holiday in England and
Wales) on which banks in the City of London are generally open for business;
Closing Price the closing middle market price of a share as derived from the Daily Official
List on any particular date;
Code or Takeover Code the City Code on Takeovers and Mergers;
Combined Group the Media Concierge Group as enlarged by the National World Group following
completion of the Acquisition;
Companies Act the Companies Act 2006, as amended from time to time;
Conditions the conditions to the Acquisition, as set out in Appendix 1 to this
announcement and to be set out in the Scheme Document;
Confidentiality Agreement the confidentiality agreement entered into between National World and Media
Concierge in relation to the Acquisition dated 25 November 2024, a summary of
which is set out in paragraph 11 of this announcement;
Court the High Court of Justice in England and Wales;
Court Meeting the meeting or meetings of the Scheme Shareholders convened by order of the
Court pursuant to section 896 of the Companies Act for the purpose of
considering and, if thought fit, approving the Scheme (with or without
amendment) and any adjournment or postponement thereof;
Court Order the order of the Court sanctioning the Scheme under section 899 of the
Companies Act;
CREST the relevant system (as defined in the CREST Regulations), in respect of which
Euroclear UK & International Limited is the Operator (as defined in the
CREST Regulations) in accordance with which securities may be held and
transferred in uncertificated form;
CREST Regulations the Uncertificated Securities Regulations 2001 (SI 2001/3755) (including as it
forms part of domestic law of the United Kingdom by virtue of the European
Union (Withdrawal) Act 2018);
Daily Official List the daily official list of the London Stock Exchange;
Dealing Disclosure an announcement pursuant to Rule 8 of the Code containing details of dealings
in interests in relevant securities of a party to an offer;
Disclosed in respect of National World: (a) information disclosed by, or on behalf of,
National World (i) in National World's annual report and financial statements
for the 12 months ended 30 December 2023; (ii) in the interim report and
results of the National World Group for the six month period ended on 29 June
2024; (iii) in this announcement; (iv) to Media Concierge or Media Concierge's
advisers via management meetings held in connection with the Acquisition; (b)
information disclosed in writing between Media Concierge and National World
and their respective professional advisers prior to the date of this
announcement by, or on behalf of, National World to Media Concierge (or their
respective officers, employees, agents or advisers in their capacity as such),
including in the virtual data room, prior to 6.00 p.m. on the Last Practicable
Date, operated on behalf of National World and which Media Concierge and its
advisers are able to access in respect of the Acquisition; and (c) as
otherwise publicly announced by National World prior to the date of this
announcement (by the delivery of an announcement to a Regulatory Information
Service);
EBITDA earnings before interest, taxes, depreciation and amortisation;
Effective either:
(a) if the Acquisition is implemented by way of the Scheme, the
Scheme having become effective pursuant to its terms; or
(b) if the Acquisition is implemented by way of a Takeover Offer
(with Panel consent), the Takeover Offer having been declared, or having
become, unconditional in all respects in accordance with the requirements of
the Code;
Effective Date the date on which the Acquisition becomes Effective;
Europa Partners Europa Partners Limited, joint financial advisor to Bidco and Media Concierge;
Excluded Shares any National World Shares:
(a) registered in the name of, or beneficially owned by, Bidco or
any member of the Wider Bidco Group or their respective nominees; or
(b) held in treasury by National World,
in each case at the relevant time;
FCA the United Kingdom Financial Conduct Authority acting in its capacity as the
competent authority for the purposes of Part VI of FSMA or any successor
thereto;
Final* Offer Price for each National World Share held: 23 pence in cash;
Forms of Proxy the forms of proxy for use in connection with each of the Court Meeting and
the General Meeting, which shall accompany the Scheme Document;
FSMA the Financial Services and Markets Act 2000, as amended from time to time;
General Meeting the general meeting of National World Shareholders to be convened in
connection with the Scheme to consider and, if thought fit, to approve the
Resolution(s) (with or without amendment), including any adjournment,
postponement or reconvening thereof;
ISIN the International Securities Identification Number;
JPI Group JPIMedia Publishing Limited and its subsidiaries and subsidiary undertakings
from time to time;
Joint Financial Advisors Panmure Liberum and Europa Partners;
Last Practicable Date close of business on 17 December 2024, being the last Business Day immediately
prior to the date of this announcement;
Link Group Link Group of Corporate Actions, Central Square, 29 Wellington Street, Leeds,
LS1 4DL, registrar of National World;
London Stock Exchange London Stock Exchange plc;
Long Stop Date 18 June 2025, or such later date as may be agreed in writing between Media
Concierge and National World (with the Panel's consent and as the Court may
allow, if such consent and/or approval is/are required);
Main Market the London Stock Exchange's main market for listed securities;
Media Concierge Media Concierge (Holdings) Limited, a private limited company incorporated in
England and Wales with company number 02972740 and whose registered office is
at 47 Great Marlborough Street, London, England, W1F 7JP;
Media Concierge Affiliates Malcolm Denmark, Callum Denmark and Tara Denmark;
Media Concierge Group Media Concierge and its subsidiaries and subsidiary undertakings from time to
time;
National World or the Company National World plc, a public limited company incorporated in England and Wales
with company number 12021298 and whose registered office is at Suite E3,
Joseph's Well, Hanover Walk, Leeds LS3 1AB, United Kingdom;
National World Board the board of National World Directors as at the date of this announcement or,
where the context so requires, the board of National World Directors from time
to time;
National World Directors the directors of National World as at the date of this announcement or, where
the context so requires, the directors of National World from time to time;
National World Group National World and its subsidiaries and subsidiary undertakings from time to
time;
National World Meetings the Court Meeting and the General Meeting;
National World Share Plans the National World Long Term Incentive Plan (approved by the National World
Board on 12 December 2022 and adopted by National World's remuneration
committee on 12 December 2022) and the National World Value Creation Plan
(approved by the National World Board on 2 August 2019 and adopted by National
World's remuneration committee on 15 November 2021);
National World Shareholders the registered holders of National World Shares from time to time;
National World Shares the ordinary shares of nominal value 0.1 pence each in the capital of National
World from time to time;
Offer Document if (with the consent of the Panel, as applicable) Bidco elects to implement
the Acquisition by way of the Takeover Offer, the document to be sent to
National World Shareholders which will contain, among other things, the terms
and conditions of the Takeover Offer;
Offer Period the offer period (as defined in the Code) relating to National World which
commenced on 22 November 2024 and will end on the earlier of the Effective
Date and/or the date on which the Scheme lapses or is withdrawn (or such other
date as the Panel may decide);
Official List the Official List of the FCA;
Opening Position Disclosure has the meaning given to it in Rule 8 of the Code;
Overseas Shareholders National World Shareholders (or a nominee of, or custodian or trustee for,
National World Shareholders) who are resident in, ordinarily resident in, or
citizens of, jurisdictions outside the United Kingdom;
Panel the Panel on Takeovers and Mergers;
Panmure Liberum Panmure Liberum Limited, joint financial advisor with Europa Partners to Bidco
and Media Concierge;
Registrar of Companies the Registrar of Companies in England and Wales;
Regulatory Information Service any information service authorised from time to time by the FCA for the
purpose of disseminating regulatory announcements;
Resolution(s) the resolution(s) to be proposed at the General Meeting necessary to approve
and implement the Scheme, including a resolution authorising the National
World Board to take all actions as it may consider necessary or appropriate to
give effect to the Scheme, a resolution to amend the Articles by the adoption
and inclusion of a new article under which any National World Shares issued or
transferred after the Scheme Record Time (other than to Bidco and/or its
nominees) shall be automatically transferred to Bidco (and, where applicable,
for consideration to be paid to the transferee or to the original recipient of
the National World Shares so transferred or issued) on the same terms as the
Acquisition (other than terms as to timings and formalities) and a resolution
to re-register National World as a private limited company;
Restricted Jurisdiction any jurisdiction into which, or from which, sending any documents in
connection with the Acquisition and/or effecting the Acquisition, or any
information relating to the Acquisition, available would violate the local
laws or regulations of that jurisdiction resulting in a significant risk of
civil, regulatory or criminal exposure;
Rule 2.4 Announcement the announcement made by Media Concierge on 22 November 2024 relating to a
possible offer by Media Concierge for National World in accordance with Rule
2.4 of the Code;
Scheme the proposed scheme of arrangement under Part 26 of the Companies Act between
National World and Scheme Shareholders to implement the Acquisition, with or
subject to any modification, addition or condition approved or imposed by the
Court and agreed to by National World and Bidco;
Scheme Document the document to be dispatched to National World Shareholders and persons with
information rights in connection with the Scheme containing, among other
things, the details of the Acquisition, the full terms and conditions of the
Scheme and the notices convening the National World Meetings and including the
particulars required by section 897 of the Companies Act;
Scheme Record Time the time and date specified as such in the Scheme Document, by reference to
which the entitlements of Scheme Shareholders under the Scheme will be
determined, expected to be 6.00 p.m. on the Business Day immediately after the
date of the Scheme Sanction Hearing, or such later time as Bidco and National
World may agree;
Scheme Sanction Hearing the hearing of the Court to sanction the Scheme under section 899 of the
Companies Act, including any adjournment thereof;
Scheme Shareholders holders of Scheme Shares;
Scheme Shares all National World Shares:
(a) in issue at the date of the Scheme Document and
which remain in issue at the Scheme Record Time;
(b) (if any) issued after the date of the Scheme
Document and prior to the Voting Record Time and which remain in issue at the
Scheme Record Time; and
(c) (if any) issued at or after the Voting Record Time
and at or prior to the Scheme Record Time on terms that the original or any
subsequent holder thereof is bound by the Scheme, or in respect of which their
holders are, or shall have agreed in writing to be, bound by the Scheme and
which remain in issue at the Scheme Record Time,
but, in each case, excluding any Excluded Shares;
Substantial Interest a direct or indirect interest in 20 per cent. or more of the voting equity
share capital of an undertaking;
Takeover Offer if (with the consent of the Panel as applicable) Bidco elects to implement the
Acquisition by way of a takeover offer as defined in Chapter 3 of Part 28 of
the Companies Act, the offer to be made by or on behalf of Bidco to acquire
the entire issued and to be issued ordinary share capital of National World on
the terms and subject to the conditions to be set out in the related offer
document and, where the context admits, any subsequent revision, variation,
extension or renewal of such offer;
Trium Investors TCM Wealth Limited, RER Property Investments Limited, David Bamber, Martine
Leonard and Richard Leonard;
UK or United Kingdom the United Kingdom of Great Britain and Northern Ireland;
UK Listing Rules the UK listing rules, made by the FCA under Part 6 of FSMA, as amended from
time to time, and the UK Listing Rules Instrument 2024 (FCA 2024/23);
UK MAR Regulation (EU) No 596/2014 and the delegated acts, implementing acts,
technical standards and guidelines thereunder as it forms part of domestic law
of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018,
as amended from time to time;
uncertified or in uncertificated form a share or other security title to which is recorded in the relevant register
of the share or security as being held in uncertificated form, in CREST, and
title to which, by virtue of the CREST Regulations may be transferred by means
of CREST;
United Sates or US the United States of America, its territories and possessions, any State of
the United States of America, and the District of Columbia;
US Exchange Act the US Securities Exchange Act 1934, as amended, and the rules and regulations
promulgated thereunder;
Voting Record Time the time and date specified as such in the Scheme Document by reference to
which entitlement to vote at the Court Meeting will be determined;
Wider Bidco Group Media Concierge, its subsidiary undertakings, the Media Concierge Affiliates
and associated undertakings (including any joint venture, partnership, firm or
company) in which Media Concierge and/or such undertakings (aggregating their
interests) have a Substantial Interest; and
Wider National World Group National World, its subsidiary undertakings and associated undertakings
(including any joint venture, partnership, firm or company) in which National
World and/or such undertakings (aggregating their interests) have a
Substantial Interest.
All references to time in this announcement are to London time unless
otherwise stated.
All references to "pounds", "pounds Sterling", "Sterling", "£", "pence",
"penny" and "p" are to the lawful currency of the United Kingdom.
A reference to "includes" shall mean "includes without limitation", and
references to "including" and any other similar term shall be construed
accordingly.
For the purposes of this announcement, "subsidiary", "subsidiary undertaking",
"undertaking" and "equity share capital" have the meanings given by the
Companies Act.
References to an enactment include references to that enactment as amended,
replaced, consolidated or re-enacted by or under any other enactment before or
after the date of this announcement.
References to the singular include the plural and vice versa.
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